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                              Power &
                              Renewables
                              Deals
                              2013 outlook and
                              2012 review
Mergers and acquisitions
activity within the global
power, utilities and
renewable energy market
2013 deal outlook                          3
                                                                                                    2012 deal flow                             6
                                                                                                    2012 deal makers                           8
                                                                                                    Contacts                                  11




    Welcome
    Welcome to our 2013 Power and Renewables Deals outlook. It is the latest
    in our annual series in which we look at mergers and acquisitions
    activity in the power and utilities sector. This year for the first time we
    bring together our previously separate power and renewables deals
    analysis into one report, reflecting the increasing mainstream role that
    renewables play in the generation mix.
                                                      We start the report with a look at some of     These contrasts in the sector could provide
                                                      the main themes that will drive deal           the conditions for a revival in deal flow in
                                                      activity in the year ahead. We see a sector    2013 from the relative low of the previous
                                                      that has some contrasting dynamics at          year. In some key markets, including the
                                                      play. Many power utility companies in          UK and Germany, greater clarity around
                                                      Europe remain more tilted towards the          network regulation and government
                                                      divestment rather than the acquisition side    energy policy will enable investors to have
                                                      of the deal table. In the US, a number of      increased visibility to guide deal decisions.
                                                      leading players are still in integration       On the following pages we highlight the
                                                      mode following an earlier wave of mega         key developments that are likely to
                                                      deals.                                         characterise 2013 M&A activity in the
                                                                                                     sector worldwide. We also look at the main
                                                      In contrast, state-owned enterprises in        deal hotspots which provide particular
                                                      China and trading houses in Japan are          deal opportunities.
                                                      very much in an expansionist mode.
                                                      Corporate buyer activity has been
                                                      relatively quiet but M&A investment into
                                                      the sector from institutions, such as
                                                      insurance funds and pension funds, is up
                                                      significantly and now accounts for nearly
                                                      a third of power and renewables deal
                                                      value.




    Norbert Schwieters                            Andrew McCrosson                                   Rob McCeney
    Global Power & Utilities Leader               Global Power & Utilities Transaction Services      Global Power & Utilities Transaction Services




2    Power & Renewables Deals 2013 outlook and 2012 review
Competition can be intense when the
                                                      right opportunities come up for the right
                                                      size deals.




2013 deal outlook: sector contrasts set the
scene for deal revival
Chinese and Japanese ‘go abroad’               Current uncertainty unlikely to               Upturn still lies ahead for big
intent remains strong                          change Brazil’s long-term appeal              deals in the US

Chinese state-owned power and utilities        Brazil remains a key growth and M&A           Big deal activity in the US is on the back
companies will continue to be active in        hotspot. It has attracted significant         burner with some of the leading players
their search for suitable international        inbound deal interest, most notably from      focused on integrations following a wave
power utility and grid investment              State Grid Corporation of China and E.ON      of mega deal activity in 2010 and 2011.
opportunities. There may be a pause by         during 2012. But uncertainties have           The timing of any pick-up of large deals in
some companies as they concentrate on          increased recently. In autumn 2012 the        the regulated part of the market will partly
bedding down earlier deals. But most are       government enacted a plan to reduce           be dependent on getting these integrations
likely to remain on high alert for the right   energy prices to industry and consumers       sufficiently advanced for companies to
purchases. Similarly, Japanese trading         as one of the conditions of extending         have the capacity to return to M&A.
houses are busy looking for suitable           company 30 year concession agreements,        But a big factor will also be the evolving
assets in a range of segments of the           which are due to mature in 2017. The move     regulatory context for deals. State
market, including power generation,            has hit the market capitalisations of power   regulators have been fairly interventionist
wind farms and gas pipelines. There are        and utilities companies hard and is           in some recent deals and the move to a
also signs that Korean power companies         expected to reduce revenues and profits in    ‘net benefit’ standard is new territory for
are increasing their own ‘go abroad’           the coming years. And the country is also     many companies as they seek to balance
ambitions.                                     facing a potential supply shortage with low   rate pressures with the need for huge
                                               rainfall endangering hydropower supplies.     capital investment.
                                               But these developments, while increasing
Continued momentum behind                      short-term uncertainty, do not alter the
institutional investment                       long-term growth fundamentals. Indeed,        Bite size deals likely to
                                               they may provide a spur to M&A by             predominate for corporates
We anticipate that institutional investor      reducing target prices and also
interest in the sector, such as from pension   encouraging long-overdue domestic             A common theme for many corporate
funds, insurance funds, mutual funds,          consolidation. At present, for example,       buyers will be a continued focus on small
sovereign wealth funds and banks, will         there are 64 different distribution           to medium sized purchases rather than
continue to strengthen. In Europe, network     companies operating in Brazil, making         mega acquisitions. This is the case in a
deals have been a particular focus for such    the market ripe for consolidation.            number of markets worldwide. The scale
buyers and continued to attract high                                                         of the infrastructure and investment
premiums. This is in part due to the                                                         challenge limits the money that can be put
relatively stable regulatory frameworks,                                                     into M&A. But competition can be intense
but also the significant capital expenditure                                                 when the right opportunities come up
requirements needed to replace much of                                                       for the right size deals that can give good
the ageing infrastructure in Europe.                                                         growth or portfolio fit opportunities.
Investors such as institutional buyers with                                                  For example, the US$1bn December 2012
a low cost of capital are able to finance                                                    auction of two gas utilities by Energy
this at levels below those allowed by                                                        Transfer Equity LP in the US attracted
regulators. We think the high premiums                                                       very high bidder interest.
evident on recent deals will tempt existing
asset owners to look closely at their
options.




                                                                                   Power & Renewables Deals 2013 outlook and 2012 review   3
A whole host of developments mean that
           the era of cheap US gas cannot be taken
           for granted.




    2013 deal outlook: sector contrasts set the scene for deal revival
    The heat is increasing for US                     Big moves afoot in the Australian               Major inbound interest in Turkey
    merchant generation                               and New Zealand power markets
                                                                                                      2013 has begun with news of major Middle
    The merchant generation sector in the             If equity market conditions are right,          Eastern investment in the Turkish power
    US is facing considerable challenges              Hong Kong’s China Light and Power (CLP)         sector from the Abu Dhabi National Energy
    which are likely to spur significant M&A          is likely to revive its planned IPO of its      Company (Taqa), potentially paving the
    opportunities. These include                      wholly owned subsidiary EnergyAustralia         way for Taqa to also invest in Turkey’s
    environmental compliance pressures, load          (previously known as TRUenergy).                nuclear programme. This follows hard on
    growth considerations and the current             The float, worth potentially in excess of       E.ON’s announcement of a €1.5bn joint
    price of natural gas. We expect this to           US$3bn, was suspended in late 2012 due          venture with Turkish company Enerjisa,
    result in continued M&A activity in 2013          to uncertain market conditions. Attention       highlighting the country’s power sector
    as merchant companies look to scale and           will also be focused on the planned             growth attractiveness.
    balance portfolios, and hybrids look to           privatisations of New South Wales
    focus on core regulated businesses. But           generation assets, worth again in excess
    low gas prices and continued low load             of US$3bn. Meanwhile, in New Zealand,           Significant renewables deal flow
    growth mean sellers are facing the                the government is looking to the second
    prospect of low sale prices. Many will hope       quarter of 2013 for the first of three state-   In Europe, we see the potential for a
    that liquidity pressures can be withstood         owned power company part-privatisations.        substantial flow of deals for onshore
    long enough for the longer term gas price                                                         wind generation assets. This follows the
    outlook to strengthen. Coal generation                                                            US$4-5bn of announcements of asset sale
    faces particular pressure, especially from        A privatisation wave is building                intentions put forward in the summer
    environmental regulations.                                                                        and autumn last year. Two of these deals –
                                                      As well as the possible privatisations in       GDF Suez’s disposal in Italy and Iberdrola’s
                                                      Australia and New Zealand, sales of             in France – found buyers in December.
    All eyes will be on the new                       state-owned power assets are also on the        But this still leaves a significant number
    gas environment                                   agenda in the key growth markets of             of deals in the pipeline. In the Asia Pacific
                                                      Mexico, Nigeria and Turkey. Of the three,       region, we anticipate a noteworthy level
    The era of cheap gas in the US has                the moves in Turkey are the most certain.       of renewable power deals in Australia in
    transformed valuations and M&A                    Plans are well advanced for the sale of         2013 in the lead up towards meeting 2020
    strategies. But the big M&A prizes in 2013        three state power plants, with the first of     targets, and from sales by developers but
    will go to those with the foresight to            these having attracted extensive interest       also as retailers sell developed assets.
    correctly time the eventual upturn in gas         with 16 bids. Tenders have also been            Interest is high from Chinese and Japanese
    prices. A whole host of developments              opened for four of the five regional            investors as well as Australian pension
    mean that the era of cheap US gas cannot          distribution companies still in state hands.    funds.
    be taken for granted. Increased export to         There is also expectation of large
    higher priced markets, a shift from coal to       privatisation programmes across parts
    gas for baseload power generation, home           of Central and Eastern Europe.
    market consumption pressures from
    industrials and consumers and new uses of
    gas for transportation fuels and derivative
    industrial products will all add to upward
    price pressure. We expect to see a number
    of moves, particularly from private equity
    buyers, for currently cheap assets that
    could gain from a longer term upward gas
    price trend.                                                        A recent rush of announcements of asset
                                                                        sale intentions look set to provide a
                                                                        significant renewables deal flow in 2013.


4    Power & Renewables Deals 2013 outlook and 2012 review
Renewables get a boost in                      Supply chain players taking                       Nuclear and thermal generation
the US                                         stakes in wind projects                           supply chain moves afoot

2013 has brought a double boost to the         We expect to see more instances of                The changing landscape in both fossil fuel
US renewables market. As part of the fiscal    companies from the wind power supply              generation and nuclear power is leading
cliff negotiations at the end of 2012, the     chain being active participants in                to major realignments among power
production tax credit that provides vital      windpower M&A. As well as seeing return           equipment companies. Already, Hitachi
underpinning for windpower projects was        on investment opportunities in windpower          and Mitsubishi Heavy Industries have
extended by what is effectively two years      projects, equipment company participation         announced the combination of their
to get projects operational. The on-off-on     brings technology sales opportunities.            thermal businesses to give them a better
future of the PTC will do little to resolve    For example, at the very end of 2012, a           footing to compete globally. They may
uncertainty about longer-term support but      consortium comprising GE Energy                   also explore partnerships in other areas
each expiry date brings with it an uptick      Financial Services, MEAG – the asset              including nuclear. Toshiba has announced
in transactions as market participants look    management arm of Munich Re and ERGO              its intention to sell part of its
for opportunities to beat the deadline.        – and EDF Energies Nouvelles bought               Westinghouse nuclear business. Similarly,
In contrast, an important solar power          32 operating French windfarms from                it would be no surprise if M&A moves also
federal policy incentive – the solar           Iberdrola. Plans for the portfolio include        took place to create synergies with turbine
investment tax credit – is not due to expire   repowering some of the wind farms to              manufacturers.
until the end of 2016. The solar power         improve their efficiency and reliability
sector received a boost with news that         using GE technology. For other projects at
Warren Buffet’s MidAmerican Energy             earlier stages of development, equipment
Holdings Company is to buy two solar           company participation may be important
projects with a combined generating            to ensure the project moves forward.
capacity of 579 megawatts from San Jose-
based SunPower. The deal is reported to
be worth between US$2-2.5bn and is
described by the companies as the world’s
largest photovoltaic power development.




Figure 1: Global deals outlook and opportunities


                       Generation assets                         Transmission and distribution
                       Midstream                                 Midstream
                                                                 Onshore wind

                                                                               Transmission growth
                                                                               Renewables
                                                                               Privatisations


                                                                                                 Mega thermal power projects
                                                                                                 Solar PV opportunities
                     North
                                                             Europe
                    America
                                                                          Turkey                                    New South Wales and
                                                                                                                    Queensland network sales
                                                                                                                    NSW Power generation
                                                                                                                    Privatisations
                                                                                                                    Renewables
                                                                             Middle          India
                                                                              East


                                                Brazil


                                                                                                                Australia
    Deals outlook

    Positive                                                                     Privatisations (Saudi/Qatar)
                                                   Transmission growth           IPP/IWPP
    Moderate                                       Renewables                    Generation



Source: PwC, Power & Renewables Deals




                                                                                      Power & Renewables Deals 2013 outlook and 2012 review    5
2012 deal flow: M&A lull masks important
    shifts
    M&A activity in the power sector worldwide enters 2013 in a                                       The result is a shift in M&A focus from
    relative lull compared to the mega-merger periods of a few years                                  the mature markets of Europe and North
                                                                                                      America to growth markets elsewhere in
    ago. Total power and renewables deal numbers in the year just                                     the world. As we enter 2013, the share of
    ended are down 15% year on year with total deal value down                                        target value in the Asia Pacific region as
    27% (figure 2). Deal value has not maintained the upward                                          a proportion of worldwide power and
    trajectory of 2010 and 2011 that saw it recovering from its                                       renewables M&A value has trebled year
    2009 credit crunch low (figure 4).                                                                on year (see deal makers). This increase
                                                                                                      is inflated by some one-offs, notably the
                                                     But the sector is a major growth market          Tokyo Electric Power Company
                                                     and M&A is playing an important part in          nationalisation and follow-up deals, but
                                                     that alongside project and infrastructure        the underlying trend is also indicative of
                                                     investment. Demand for electricity is set to     a longer term shift.
                                                     grow faster than for any other final form of
                                                     energy. The vast majority (80%) of such          The new ‘gas era’ with the advent of cheap
                                                     growth is in non-OECD countries. Much of         gas in the US and potential new shale and
                                                     the growth in these countries is coming          other gas exploration around the world
                                                     from capital project and greenfield              provides the backdrop to another shift
                                                     investment rather than M&A. But in some          with an 18% increase in the number of gas
                                                     cases acquisitions are necessary to gain         deals. Deals for renewable power targets,
                                                     presence and precede major investment,           like their mainstream power counterparts,
                                                     such as in E.ON’s US$466m purchase of a          were down year on year but they ended
                                                     minority stake in Brazil’s MPX Energia.          2012 on an upturn. Renewable power
                                                                                                      deals worth a total of US$7.1bn were
                                                                                                      announced in the last quarter of the year,
                                                                                                      the highest for 18 months.




    Figure 2: All electricity, gas and renewables deals by value (US$bn) – 2011 and 2012

                                                             2011                   2012           Change in 2012
                                          Number             Value   Number         Value     % number   % value

    Total deals                             1,195 US$211.4bn           1,014 US$154.1bn             (15)%       (27)%

    of which:     Electricity                 469 US$112.2bn            395    US$87.1bn            (16)%       (22)%

                  Gas                         132    US$73.2bn          156    US$49.1bn             18%        (33)%

                  Renewables                  594    US$26.0bn          463    US$17.9bn            (22)%       (31)%

    Source: PwC, Global Power & Renewables Deals




6    Power & Renewables Deals 2013 outlook and 2012 review
Figure 3: Quarterly tracking of deals – 2011 and 2012


By value (US$bn)                                                               By number                                               Electricity

                                                                                                                                       Gas
 80                                                                                                                                    Renewables
                                                                               400

                                    70.7                                                        355
 70                                                                            350

       62.9
 60           59.7                                                                      298
                                                     57.3                       300
                                                                                                        274
                                                                                                                268
                                                                                                                      252   260   254
 50                                                                             250                                                       248


 40                                                            39.3             200



 30                                          28.6                      28.8     150



 20                         18.0                                               100


 10                                                                              50




        Q1        Q2         Q3      Q4       Q1      Q2        Q3     Q4               Q1      Q2      Q3      Q4    Q1    Q2    Q3      Q4
                   2011                                2012                                      2011                       2012
Source: PwC, Global Power & Renewables Deals




Figure 4: Electricity and gas sector deal activity (US$bn)




2012         38                            98 136                                       Crossborder deals
                                                                                        Domestic deals
2011              49                                       136 185


2010              46                             105 151


2009              47               51 98


2008                        74                              121 195


2007                                        143                                               230 373


2006                                       136                                163 299

2005               56                                        140 196

2004                   58                  66 124


2003    17    26 43
                                0
         20
              40
                       60
                              80

                                0
                                0
                                0
                                0
                                0
                                0


                                0
                                0
                                0
                                0
                                0
                                0
                                0
                                0
                             22




                                                                                                        US$bn
                             10
                             12
                             14
                             16
                             18
                             20


                             24
                             26
                             28
                             30
                             32
                             34
                             36
                             38




Source: PwC, Global Power & Renewables Deals




                                                                                                     Power & Renewables Deals 2013 outlook and 2012 review   7
2012 deal makers: a more diverse buyer
    community
    The diversity of M&A investment in the power sector is widening                                   The biggest deals worldwide
    with a much greater share of buyer participation coming from
                                                                                                      The partial nationalisation of the Tokyo
    institutions such as insurance funds, pension funds and
                                                                                                      Electric Power Company (Tepco) headed
    sovereign wealth funds. While corporate buyers continue to be                                     the list of biggest deals in 2012. Tepco
    behind the majority of deals, institutions accounted for                                          requires major fundraising for its clean-up,
    US$44bn of the US$154bn deal value with their share more                                          reconstruction and compensation tasks
    than doubling year on year (see figure 5).                                                        following the impact of the 2011
                                                                                                      earthquake and tsunami. The impact of
                                                      The high level of interest in the sector        Tepco on Asia Pacific deal flow did not
                                                      coming from institutions has added to the       stop there. Tepco has been a seller in other
                                                      longstanding interest from infrastructure       deals as it seeks to restructure its balance
                                                      investors. Together, such buyers have           sheet to focus on core tasks, most notably
                                                      been very active in pursuit of network          divesting its 32.5% stake on the sell-side
                                                      and pipeline assets, most notably in the        of the US$3.1bn purchase of Loy Yang A
                                                      Open Grid Europe deal, where the buy side       power station by AGL Energy in Australia.
                                                      included Abu Dhabi Investment Authority,
                                                      British Columbia Investment Management          In Europe, GDF Suez completed its move
                                                      Corporation and insurance company               to gain outright ownership of International
                                                      Munich Re and in the Wales and West             Power in a US$11.1bn transaction. GDF
                                                      Utilities deal, bought by Hong Kong-based       Suez’s strategic quest to accelerate
                                                      Cheung Kong Infrastructure Holdings.            development in fast growing markets while
                                                      Figure 6 highlights some of the main            optimising and integrating in mature
                                                      types of buyers active in the sector.           markets is a good summary of the strategic
                                                                                                      rationale for many of Europe’s power and
                                                                                                      utilities companies as they look to growth
                                                                                                      outside Europe.




    Figure 5: Institutional and infrastructure bidder activity
    (Deal value shown in parenthesis)

    Source of funds 2011                                               Source of funds 2012
                                   Corporate 80% (US$169.8bn)                                         Corporate 63% (US$96.5bn)

                                   Institution 14% (US$30.1bn)                                        Institution 29% (US$44.3bn)

                                   Infrastructure fund 4% (US$9.0bn)                                  Infrastructure fund 5% (US$7.8bn)

                                   Other 1% (US$2.6bn)                                                Other 4% (US$5.4bn)




    Note: Corporate includes energy and power and utility companies; Institution includes pension funds, insurance funds, mutual funds,
    sovereign wealth funds and banks, etc.; Infrastructure fund includes specialised infrastructure funds and private equity funds;
    Other comprises sovereign state, market purchase, private investor, non-disclosed acquirers, management buy-out, etc.
    Source: PwC, Power & Renewables Deals



8    Power & Renewables Deals 2013 outlook and 2012 review
Figure 6: Who’s investing and why?

 Who                                          Level of activity     What are their aims?                                   Examples

 Chinese state-owned enterprises               High                 • Long-term growth                                     State Grid, China Three Gorges
                                                                    • Leveraging supply chain
                                                                    • Funding development

 Sovereign wealth funds                        Medium               • Long-term strategic investment                       CIC, ADIA, Mubadala

 Infrastructure funds                          High                 • Stable long-term investment                          IFM, GIP, Macquarie
                                                                    • Controlling positions preferred
                                                                    • Yield and growth

 Pension & insurance direct investors          Medium/High          • Stable long-term investment                          Canadian Pension Plan Investment Board,
                                               (Increasing)         • Minority positions acceptable                        USS, TIACREF, Borealis
                                                                    • Yield and growth

 Japanese trading houses                       High                 • Financial investment and operations                  Marubeni, Mitsui & Co., Mitsubishi Corp.,
                                                                    • Geographic diversification                           Sumitomo Corp., Itochu Corp.

 Domestic corporates                           Medium               • Consolidation and synergies                          AES Corp, AGL Energy

 Source: PwC, Power & Renewables Deals



The International Power purchase has led                      by 2020. This indicates plans to invest                 Divestment and market
to a flow of asset sales by GDF Suez. These                   US$30-50bn on international expansion                   change
included the two largest renewable power                      in accordance with the strategic direction
deals of 2012. In the biggest, Japanese                       outlined in China’s 12th Five-Year Plan.                Divestment of non-core assets to enable a
trading company Mitsui and Canada-based                       During 2012, the company made                           focus on capital projects and acquisitive
infrastructure investment firm Fiera Axium                    significant purchases of transmission                   growth continues to be an important
Infrastructure bought a 60% US$1.2bn                          networks in Portugal, Brazil and Australia.             theme, particularly for European
stake in GDF Suez’s 680MW Canadian                                                                                    companies. E.ON’s €3.2bn sale of Open
renewable generation portfolio. This was                      The theme of outbound investment by                     Grid Europe was a significant deal in this
followed a few weeks later in December                        Chinese state-owned companies remains                   respect. It not only represents a milestone
2012 with GDF Suez’s US$898m disposal                         strong. As well as Europe and South                     in the unbundling of Europe’s power
of a majority stake in IP Maestrale, its                      America, Australia is a key target area.                utilities but is also a major step towards a
Italian wind energy subsidiary, to ERG                        In addition to State Grid, Shenhua Group                very changed grid ownership landscape.
SpA, an Italian energy group active in                        subsidary Guohua, was among the buyers                  Another landmark deal in Europe saw
renewables.                                                   for Australian renewable assets in 2012                 E.ON and RWE end their Horizon nuclear
                                                              with the second largest Chino-Australian                power joint venture in the UK with a
                                                              deal – the US$307m purchase of the                      US$1.1bn sale to Hitachi.
International growth                                          Musselroe windfarm which is under
                                                              construction in northeast Tasmania. The                 In the US, big deal activity has been largely
In the Asia Pacific region, the biggest deal                  flow of wind project sales as developers                quiet with a number of key corporates
besides the Tepco nationalisation also                        seek to sell on assets or utility companies             focused on the regulatory approvals and
reflected the need to build capital for                       rationalise their portfolios is a major part            integrations necessary to deliver value
international growth. The US$7.9bn                            of deal flow in Australia but also in Europe            following a series of mega deals in 2011.
divestiture by State Grid Corporation of                      and North America.                                      Indeed, the largest US deal was a
China of coal and power generation assets                                                                             divestment by Kinder Morgan as part of
to Shenhua Group responds to the Chinese                                                                              its moves to gain clearance for its 2010
government’s decision to unbundle                                                                                     and 2011 US$21bn purchase of El Paso.
generation from grid business and comes                                                                               In total, North American bidder and
as State Grid aims to increase its overseas                                                                           target activity fell 75%, from US$113bn
based assets to 10% of its overall business                                                                           to US$27bn in the case of targets.


Figure 7: Top five – power deals 2012

 No. Value of    Date               Target name                                       Target nation               Acquirer name                          Acquirer nation
     transaction announced
     (US$bn)

  1    12.5             09 May 12       Tokyo Electric Power Co Inc (Majority%)       Japan                      Government of Japan                     Japan

  2    11.1             29 Mar 12       International Power plc (30.3216%)            United Kingdom             GDF Suez SA                             France

  3    7.9              15 Aug 12       State Grid Energy Development Co Ltd          China                      Shenhua Group Corp Ltd                  China

  4    6.2              06 Aug 12       Tennessee Gas Pipeline Company LLC;           United States              Kinder Morgan Energy Partners LP        United States
                                        El Paso Natural Gas Co

  5    4.4              30 May 12       SNAM SpA (30%)                                Italy                      Cassa Depositi e Prestiti SpA           Italy

 Source: PwC, Power & Renewables Deals

                                                                                                            Power & Renewables Deals 2013 outlook and 2012 review          9
Gas deals remain prominent                             The most significant gas deals came with
                                                            the Kinder Morgan divestments and a trio
     With mega deals on the back burner,                    of gas network and pipeline deals in
     North American deal activity has been                  Europe. These included the purchase of
     mostly confined to smaller transactions,               gas transportation, distribution and meter
     Canadian investment into the US, and                   services company Wales and West Utilities
     sales of orphan assets. Gas continues to               by Hong Kong’s Cheung Kong Holdings,
     be a key focus for deals. In the US,                   the disposal of Eni's gas transmission
     investment in midstream gas gathering                  operator Snam and E.ON’s sale of Open
     and transportation pipelines has the                   Grid Europe.
     potential of giving power utility
     companies opportunities to get returns
     outside of their regulated asset base.




     Figure 8: Top five – renewables deals 2012

      No. Value of    Date         Target name                                             Target nation    Acquirer name                            Acquirer nation
          transaction announced
          (US$m)

       1   1,217      17 Dec 12     Power station (Wind and solar power portfolio )        Canada           Mitsui & Co Ltd (30%/30%); Fiera Axium   Japan
                                                                                                            Infrastructure

       2   898        05 Dec 12     IP Maestrale Investments Ltd (80%)                     United Kingdom   ERG SpA                                  Italy

       3   888        09 Mar 12     Power station (four 480MW wind power stations)         United States    Algonquin Power & Utilities Corp         Canada

       4   760        21 Dec 12     Power station (19 Hydroelectric facilities)            United States    Brookfield Asset Management Inc          Canada

       5   600        29 Jun 12     Alcoa Inc (351MW Tapoca hydroelectric project)         United States    Brookfield Asset Management Inc          Canada


      Source: PwC, Power & Renewables Deals




     Figure 9: 2012 deal percentages by continent
     (2011 percentages shown in parenthesis)

     Deal number by target                                                        Deal number by bidder
                                    Europe 37% (35%)                                                             Europe 36% (34%)

                                    Asia Pacific 23% (24%)                                                       Asia Pacific 26% (25%)

                                    North America 22% (23%)                                                      North America 22% (25%)

                                    South & Central America 9% (8%)                                              Russian Federation 8% (10%)

                                    Russian Federation 7% (9%)                                                   South & Central America 6% (5%)

                                     Africa 1% (1%)                                                              Middle East 1% (1%)

                                     Middle East 1% (0%)                                                         Africa 1% (0%)


     Deal value by target                                                         Deal value by bidder
                                     Europe 34% (28%)                                                            Asia Pacific 33% (10%)

                                     North America 28% (54%)                                                     North America 30% (61%)

                                     Asia Pacific 27% (9%)                                                       Europe 29% (20%)

                                     South & Central America 8% (6%)                                             South & Central America 6% (3%)

                                     Russian Federation 3% (2%)                                                  Russian Federation 3% (4%)

                                     Middle East 0% (0%)                                                         Middle East 0% (2%)

                                     Africa 0% (0%)                                                              Africa 0% (0%)


     Source: PwC, Power & Renewables Deals




10    Power & Renewables Deals 2013 outlook and 2012 review
Methodology
                                                 Global Power & Renewables Deals includes analysis of all global power utilities, renewable energy
                                                 and clean technology deal activity. We include deals involving power generation, transmission
                                                 and distribution; natural gas transmission, distribution, storage and pipelines; energy retail; and
                                                 nuclear power assets. Deals involving operations upstream of these activities, including upstream
                                                 gas exploration and production, are also excluded. Renewable energy deals are defined as those
                                                 relating to the following sectors: biofuels, biomass, geothermal, hydro, marine, solar and wind.
                                                 Renewable energy deals relate to the acquisition of (i) operating and construction stage projects
                                                 involved in the production of renewable energy and (ii) companies manufacturing equipment for
                                                 the renewables sector. We define clean technology deals as those relating to the acquisition of
                                                 companies developing energy efficient products for renewable energy infrastructure.

                                                 The analysis is based on published transactions from the Dealogic ‘M&A Global database’ for all
                                                 electricity, gas utility and renewables deals. Deals are included at their announcement date when
                                                 they are partially completed (pending financial and legal closure) or completed. Deal values are
                                                 the consideration value announced or reported including any assumption of debt and liabilities.
                                                 Comparative data for prior years and quarters differ to that appearing in previous editions of
                                                 our analysis or other current year deals publications. This can arise in the case of updated
                                                 information or methodological refinements and consequent restatement of the input database.




PwC firms provide industry-focused assurance, tax and advisory
services to enhance value for their clients. More than 180,000
people in 158 countries in firms across the PwC network share
their thinking, experience and solutions to develop fresh
perspectives and practical advice.

The Global Energy, Utilities and Mining group is the professional
services leader in the international energy, utilities and mining
community, advising clients through a global network of fully
dedicated specialists.



For further information, please visit:
www.pwc.com/powerdeals




This publication has been prepared for general guidance on matters of interest only, and does not constitute professional advice. You should not
act upon the information contained in this publication without obtaining specific professional advice. No representation or warranty (express or
implied) is given as to the accuracy or completeness of the information contained in this publication, and, to the extent permitted by law,
PricewaterhouseCoopers does not accept or assume any liability, responsibility or duty of care for any consequences of you or anyone else
acting, or refraining to act, in reliance on the information contained in this publication or for any decision based on it.

© January 2013 PwC. All rights reserved. Not for further distribution without the permission of PwC. “PwC” refers to the network of member firms
of PricewaterhouseCoopers International Limited (PwCIL), or, as the context requires, individual member firms of the PwC network. Each member
firm is a separate legal entity and does not act as agent of PwCIL or any other member firm. PwCIL does not provide any services to clients.
PwCIL is not responsible or liable for the acts or omissions of any of its member firms nor can it control the exercise of their professional
judgment or bind them in any way. No member firm is responsible or liable for the acts or omissions of any other member firm nor can it control
the exercise of another member firm’s professional judgment or bind another member firm or PwCIL in any way.

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Etude PwC sur le secteur de l’énergie et des énergies renouvelables (2013)

  • 1. www.pwc.com/powerdeals Power & Renewables Deals 2013 outlook and 2012 review Mergers and acquisitions activity within the global power, utilities and renewable energy market
  • 2. 2013 deal outlook 3 2012 deal flow 6 2012 deal makers 8 Contacts 11 Welcome Welcome to our 2013 Power and Renewables Deals outlook. It is the latest in our annual series in which we look at mergers and acquisitions activity in the power and utilities sector. This year for the first time we bring together our previously separate power and renewables deals analysis into one report, reflecting the increasing mainstream role that renewables play in the generation mix. We start the report with a look at some of These contrasts in the sector could provide the main themes that will drive deal the conditions for a revival in deal flow in activity in the year ahead. We see a sector 2013 from the relative low of the previous that has some contrasting dynamics at year. In some key markets, including the play. Many power utility companies in UK and Germany, greater clarity around Europe remain more tilted towards the network regulation and government divestment rather than the acquisition side energy policy will enable investors to have of the deal table. In the US, a number of increased visibility to guide deal decisions. leading players are still in integration On the following pages we highlight the mode following an earlier wave of mega key developments that are likely to deals. characterise 2013 M&A activity in the sector worldwide. We also look at the main In contrast, state-owned enterprises in deal hotspots which provide particular China and trading houses in Japan are deal opportunities. very much in an expansionist mode. Corporate buyer activity has been relatively quiet but M&A investment into the sector from institutions, such as insurance funds and pension funds, is up significantly and now accounts for nearly a third of power and renewables deal value. Norbert Schwieters Andrew McCrosson Rob McCeney Global Power & Utilities Leader Global Power & Utilities Transaction Services Global Power & Utilities Transaction Services 2 Power & Renewables Deals 2013 outlook and 2012 review
  • 3. Competition can be intense when the right opportunities come up for the right size deals. 2013 deal outlook: sector contrasts set the scene for deal revival Chinese and Japanese ‘go abroad’ Current uncertainty unlikely to Upturn still lies ahead for big intent remains strong change Brazil’s long-term appeal deals in the US Chinese state-owned power and utilities Brazil remains a key growth and M&A Big deal activity in the US is on the back companies will continue to be active in hotspot. It has attracted significant burner with some of the leading players their search for suitable international inbound deal interest, most notably from focused on integrations following a wave power utility and grid investment State Grid Corporation of China and E.ON of mega deal activity in 2010 and 2011. opportunities. There may be a pause by during 2012. But uncertainties have The timing of any pick-up of large deals in some companies as they concentrate on increased recently. In autumn 2012 the the regulated part of the market will partly bedding down earlier deals. But most are government enacted a plan to reduce be dependent on getting these integrations likely to remain on high alert for the right energy prices to industry and consumers sufficiently advanced for companies to purchases. Similarly, Japanese trading as one of the conditions of extending have the capacity to return to M&A. houses are busy looking for suitable company 30 year concession agreements, But a big factor will also be the evolving assets in a range of segments of the which are due to mature in 2017. The move regulatory context for deals. State market, including power generation, has hit the market capitalisations of power regulators have been fairly interventionist wind farms and gas pipelines. There are and utilities companies hard and is in some recent deals and the move to a also signs that Korean power companies expected to reduce revenues and profits in ‘net benefit’ standard is new territory for are increasing their own ‘go abroad’ the coming years. And the country is also many companies as they seek to balance ambitions. facing a potential supply shortage with low rate pressures with the need for huge rainfall endangering hydropower supplies. capital investment. But these developments, while increasing Continued momentum behind short-term uncertainty, do not alter the institutional investment long-term growth fundamentals. Indeed, Bite size deals likely to they may provide a spur to M&A by predominate for corporates We anticipate that institutional investor reducing target prices and also interest in the sector, such as from pension encouraging long-overdue domestic A common theme for many corporate funds, insurance funds, mutual funds, consolidation. At present, for example, buyers will be a continued focus on small sovereign wealth funds and banks, will there are 64 different distribution to medium sized purchases rather than continue to strengthen. In Europe, network companies operating in Brazil, making mega acquisitions. This is the case in a deals have been a particular focus for such the market ripe for consolidation. number of markets worldwide. The scale buyers and continued to attract high of the infrastructure and investment premiums. This is in part due to the challenge limits the money that can be put relatively stable regulatory frameworks, into M&A. But competition can be intense but also the significant capital expenditure when the right opportunities come up requirements needed to replace much of for the right size deals that can give good the ageing infrastructure in Europe. growth or portfolio fit opportunities. Investors such as institutional buyers with For example, the US$1bn December 2012 a low cost of capital are able to finance auction of two gas utilities by Energy this at levels below those allowed by Transfer Equity LP in the US attracted regulators. We think the high premiums very high bidder interest. evident on recent deals will tempt existing asset owners to look closely at their options. Power & Renewables Deals 2013 outlook and 2012 review 3
  • 4. A whole host of developments mean that the era of cheap US gas cannot be taken for granted. 2013 deal outlook: sector contrasts set the scene for deal revival The heat is increasing for US Big moves afoot in the Australian Major inbound interest in Turkey merchant generation and New Zealand power markets 2013 has begun with news of major Middle The merchant generation sector in the If equity market conditions are right, Eastern investment in the Turkish power US is facing considerable challenges Hong Kong’s China Light and Power (CLP) sector from the Abu Dhabi National Energy which are likely to spur significant M&A is likely to revive its planned IPO of its Company (Taqa), potentially paving the opportunities. These include wholly owned subsidiary EnergyAustralia way for Taqa to also invest in Turkey’s environmental compliance pressures, load (previously known as TRUenergy). nuclear programme. This follows hard on growth considerations and the current The float, worth potentially in excess of E.ON’s announcement of a €1.5bn joint price of natural gas. We expect this to US$3bn, was suspended in late 2012 due venture with Turkish company Enerjisa, result in continued M&A activity in 2013 to uncertain market conditions. Attention highlighting the country’s power sector as merchant companies look to scale and will also be focused on the planned growth attractiveness. balance portfolios, and hybrids look to privatisations of New South Wales focus on core regulated businesses. But generation assets, worth again in excess low gas prices and continued low load of US$3bn. Meanwhile, in New Zealand, Significant renewables deal flow growth mean sellers are facing the the government is looking to the second prospect of low sale prices. Many will hope quarter of 2013 for the first of three state- In Europe, we see the potential for a that liquidity pressures can be withstood owned power company part-privatisations. substantial flow of deals for onshore long enough for the longer term gas price wind generation assets. This follows the outlook to strengthen. Coal generation US$4-5bn of announcements of asset sale faces particular pressure, especially from A privatisation wave is building intentions put forward in the summer environmental regulations. and autumn last year. Two of these deals – As well as the possible privatisations in GDF Suez’s disposal in Italy and Iberdrola’s Australia and New Zealand, sales of in France – found buyers in December. All eyes will be on the new state-owned power assets are also on the But this still leaves a significant number gas environment agenda in the key growth markets of of deals in the pipeline. In the Asia Pacific Mexico, Nigeria and Turkey. Of the three, region, we anticipate a noteworthy level The era of cheap gas in the US has the moves in Turkey are the most certain. of renewable power deals in Australia in transformed valuations and M&A Plans are well advanced for the sale of 2013 in the lead up towards meeting 2020 strategies. But the big M&A prizes in 2013 three state power plants, with the first of targets, and from sales by developers but will go to those with the foresight to these having attracted extensive interest also as retailers sell developed assets. correctly time the eventual upturn in gas with 16 bids. Tenders have also been Interest is high from Chinese and Japanese prices. A whole host of developments opened for four of the five regional investors as well as Australian pension mean that the era of cheap US gas cannot distribution companies still in state hands. funds. be taken for granted. Increased export to There is also expectation of large higher priced markets, a shift from coal to privatisation programmes across parts gas for baseload power generation, home of Central and Eastern Europe. market consumption pressures from industrials and consumers and new uses of gas for transportation fuels and derivative industrial products will all add to upward price pressure. We expect to see a number of moves, particularly from private equity buyers, for currently cheap assets that could gain from a longer term upward gas price trend. A recent rush of announcements of asset sale intentions look set to provide a significant renewables deal flow in 2013. 4 Power & Renewables Deals 2013 outlook and 2012 review
  • 5. Renewables get a boost in Supply chain players taking Nuclear and thermal generation the US stakes in wind projects supply chain moves afoot 2013 has brought a double boost to the We expect to see more instances of The changing landscape in both fossil fuel US renewables market. As part of the fiscal companies from the wind power supply generation and nuclear power is leading cliff negotiations at the end of 2012, the chain being active participants in to major realignments among power production tax credit that provides vital windpower M&A. As well as seeing return equipment companies. Already, Hitachi underpinning for windpower projects was on investment opportunities in windpower and Mitsubishi Heavy Industries have extended by what is effectively two years projects, equipment company participation announced the combination of their to get projects operational. The on-off-on brings technology sales opportunities. thermal businesses to give them a better future of the PTC will do little to resolve For example, at the very end of 2012, a footing to compete globally. They may uncertainty about longer-term support but consortium comprising GE Energy also explore partnerships in other areas each expiry date brings with it an uptick Financial Services, MEAG – the asset including nuclear. Toshiba has announced in transactions as market participants look management arm of Munich Re and ERGO its intention to sell part of its for opportunities to beat the deadline. – and EDF Energies Nouvelles bought Westinghouse nuclear business. Similarly, In contrast, an important solar power 32 operating French windfarms from it would be no surprise if M&A moves also federal policy incentive – the solar Iberdrola. Plans for the portfolio include took place to create synergies with turbine investment tax credit – is not due to expire repowering some of the wind farms to manufacturers. until the end of 2016. The solar power improve their efficiency and reliability sector received a boost with news that using GE technology. For other projects at Warren Buffet’s MidAmerican Energy earlier stages of development, equipment Holdings Company is to buy two solar company participation may be important projects with a combined generating to ensure the project moves forward. capacity of 579 megawatts from San Jose- based SunPower. The deal is reported to be worth between US$2-2.5bn and is described by the companies as the world’s largest photovoltaic power development. Figure 1: Global deals outlook and opportunities Generation assets Transmission and distribution Midstream Midstream Onshore wind Transmission growth Renewables Privatisations Mega thermal power projects Solar PV opportunities North Europe America Turkey New South Wales and Queensland network sales NSW Power generation Privatisations Renewables Middle India East Brazil Australia Deals outlook Positive Privatisations (Saudi/Qatar) Transmission growth IPP/IWPP Moderate Renewables Generation Source: PwC, Power & Renewables Deals Power & Renewables Deals 2013 outlook and 2012 review 5
  • 6. 2012 deal flow: M&A lull masks important shifts M&A activity in the power sector worldwide enters 2013 in a The result is a shift in M&A focus from relative lull compared to the mega-merger periods of a few years the mature markets of Europe and North America to growth markets elsewhere in ago. Total power and renewables deal numbers in the year just the world. As we enter 2013, the share of ended are down 15% year on year with total deal value down target value in the Asia Pacific region as 27% (figure 2). Deal value has not maintained the upward a proportion of worldwide power and trajectory of 2010 and 2011 that saw it recovering from its renewables M&A value has trebled year 2009 credit crunch low (figure 4). on year (see deal makers). This increase is inflated by some one-offs, notably the But the sector is a major growth market Tokyo Electric Power Company and M&A is playing an important part in nationalisation and follow-up deals, but that alongside project and infrastructure the underlying trend is also indicative of investment. Demand for electricity is set to a longer term shift. grow faster than for any other final form of energy. The vast majority (80%) of such The new ‘gas era’ with the advent of cheap growth is in non-OECD countries. Much of gas in the US and potential new shale and the growth in these countries is coming other gas exploration around the world from capital project and greenfield provides the backdrop to another shift investment rather than M&A. But in some with an 18% increase in the number of gas cases acquisitions are necessary to gain deals. Deals for renewable power targets, presence and precede major investment, like their mainstream power counterparts, such as in E.ON’s US$466m purchase of a were down year on year but they ended minority stake in Brazil’s MPX Energia. 2012 on an upturn. Renewable power deals worth a total of US$7.1bn were announced in the last quarter of the year, the highest for 18 months. Figure 2: All electricity, gas and renewables deals by value (US$bn) – 2011 and 2012 2011 2012 Change in 2012 Number Value Number Value % number % value Total deals 1,195 US$211.4bn 1,014 US$154.1bn (15)% (27)% of which: Electricity 469 US$112.2bn 395 US$87.1bn (16)% (22)% Gas 132 US$73.2bn 156 US$49.1bn 18% (33)% Renewables 594 US$26.0bn 463 US$17.9bn (22)% (31)% Source: PwC, Global Power & Renewables Deals 6 Power & Renewables Deals 2013 outlook and 2012 review
  • 7. Figure 3: Quarterly tracking of deals – 2011 and 2012 By value (US$bn) By number Electricity Gas 80 Renewables 400 70.7 355 70 350 62.9 60 59.7 298 57.3 300 274 268 252 260 254 50 250 248 40 39.3 200 30 28.6 28.8 150 20 18.0 100 10 50 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 2011 2012 2011 2012 Source: PwC, Global Power & Renewables Deals Figure 4: Electricity and gas sector deal activity (US$bn) 2012 38 98 136 Crossborder deals Domestic deals 2011 49 136 185 2010 46 105 151 2009 47 51 98 2008 74 121 195 2007 143 230 373 2006 136 163 299 2005 56 140 196 2004 58 66 124 2003 17 26 43 0 20 40 60 80 0 0 0 0 0 0 0 0 0 0 0 0 0 0 22 US$bn 10 12 14 16 18 20 24 26 28 30 32 34 36 38 Source: PwC, Global Power & Renewables Deals Power & Renewables Deals 2013 outlook and 2012 review 7
  • 8. 2012 deal makers: a more diverse buyer community The diversity of M&A investment in the power sector is widening The biggest deals worldwide with a much greater share of buyer participation coming from The partial nationalisation of the Tokyo institutions such as insurance funds, pension funds and Electric Power Company (Tepco) headed sovereign wealth funds. While corporate buyers continue to be the list of biggest deals in 2012. Tepco behind the majority of deals, institutions accounted for requires major fundraising for its clean-up, US$44bn of the US$154bn deal value with their share more reconstruction and compensation tasks than doubling year on year (see figure 5). following the impact of the 2011 earthquake and tsunami. The impact of The high level of interest in the sector Tepco on Asia Pacific deal flow did not coming from institutions has added to the stop there. Tepco has been a seller in other longstanding interest from infrastructure deals as it seeks to restructure its balance investors. Together, such buyers have sheet to focus on core tasks, most notably been very active in pursuit of network divesting its 32.5% stake on the sell-side and pipeline assets, most notably in the of the US$3.1bn purchase of Loy Yang A Open Grid Europe deal, where the buy side power station by AGL Energy in Australia. included Abu Dhabi Investment Authority, British Columbia Investment Management In Europe, GDF Suez completed its move Corporation and insurance company to gain outright ownership of International Munich Re and in the Wales and West Power in a US$11.1bn transaction. GDF Utilities deal, bought by Hong Kong-based Suez’s strategic quest to accelerate Cheung Kong Infrastructure Holdings. development in fast growing markets while Figure 6 highlights some of the main optimising and integrating in mature types of buyers active in the sector. markets is a good summary of the strategic rationale for many of Europe’s power and utilities companies as they look to growth outside Europe. Figure 5: Institutional and infrastructure bidder activity (Deal value shown in parenthesis) Source of funds 2011 Source of funds 2012 Corporate 80% (US$169.8bn) Corporate 63% (US$96.5bn) Institution 14% (US$30.1bn) Institution 29% (US$44.3bn) Infrastructure fund 4% (US$9.0bn) Infrastructure fund 5% (US$7.8bn) Other 1% (US$2.6bn) Other 4% (US$5.4bn) Note: Corporate includes energy and power and utility companies; Institution includes pension funds, insurance funds, mutual funds, sovereign wealth funds and banks, etc.; Infrastructure fund includes specialised infrastructure funds and private equity funds; Other comprises sovereign state, market purchase, private investor, non-disclosed acquirers, management buy-out, etc. Source: PwC, Power & Renewables Deals 8 Power & Renewables Deals 2013 outlook and 2012 review
  • 9. Figure 6: Who’s investing and why? Who Level of activity What are their aims? Examples Chinese state-owned enterprises High • Long-term growth State Grid, China Three Gorges • Leveraging supply chain • Funding development Sovereign wealth funds Medium • Long-term strategic investment CIC, ADIA, Mubadala Infrastructure funds High • Stable long-term investment IFM, GIP, Macquarie • Controlling positions preferred • Yield and growth Pension & insurance direct investors Medium/High • Stable long-term investment Canadian Pension Plan Investment Board, (Increasing) • Minority positions acceptable USS, TIACREF, Borealis • Yield and growth Japanese trading houses High • Financial investment and operations Marubeni, Mitsui & Co., Mitsubishi Corp., • Geographic diversification Sumitomo Corp., Itochu Corp. Domestic corporates Medium • Consolidation and synergies AES Corp, AGL Energy Source: PwC, Power & Renewables Deals The International Power purchase has led by 2020. This indicates plans to invest Divestment and market to a flow of asset sales by GDF Suez. These US$30-50bn on international expansion change included the two largest renewable power in accordance with the strategic direction deals of 2012. In the biggest, Japanese outlined in China’s 12th Five-Year Plan. Divestment of non-core assets to enable a trading company Mitsui and Canada-based During 2012, the company made focus on capital projects and acquisitive infrastructure investment firm Fiera Axium significant purchases of transmission growth continues to be an important Infrastructure bought a 60% US$1.2bn networks in Portugal, Brazil and Australia. theme, particularly for European stake in GDF Suez’s 680MW Canadian companies. E.ON’s €3.2bn sale of Open renewable generation portfolio. This was The theme of outbound investment by Grid Europe was a significant deal in this followed a few weeks later in December Chinese state-owned companies remains respect. It not only represents a milestone 2012 with GDF Suez’s US$898m disposal strong. As well as Europe and South in the unbundling of Europe’s power of a majority stake in IP Maestrale, its America, Australia is a key target area. utilities but is also a major step towards a Italian wind energy subsidiary, to ERG In addition to State Grid, Shenhua Group very changed grid ownership landscape. SpA, an Italian energy group active in subsidary Guohua, was among the buyers Another landmark deal in Europe saw renewables. for Australian renewable assets in 2012 E.ON and RWE end their Horizon nuclear with the second largest Chino-Australian power joint venture in the UK with a deal – the US$307m purchase of the US$1.1bn sale to Hitachi. International growth Musselroe windfarm which is under construction in northeast Tasmania. The In the US, big deal activity has been largely In the Asia Pacific region, the biggest deal flow of wind project sales as developers quiet with a number of key corporates besides the Tepco nationalisation also seek to sell on assets or utility companies focused on the regulatory approvals and reflected the need to build capital for rationalise their portfolios is a major part integrations necessary to deliver value international growth. The US$7.9bn of deal flow in Australia but also in Europe following a series of mega deals in 2011. divestiture by State Grid Corporation of and North America. Indeed, the largest US deal was a China of coal and power generation assets divestment by Kinder Morgan as part of to Shenhua Group responds to the Chinese its moves to gain clearance for its 2010 government’s decision to unbundle and 2011 US$21bn purchase of El Paso. generation from grid business and comes In total, North American bidder and as State Grid aims to increase its overseas target activity fell 75%, from US$113bn based assets to 10% of its overall business to US$27bn in the case of targets. Figure 7: Top five – power deals 2012 No. Value of Date Target name Target nation Acquirer name Acquirer nation transaction announced (US$bn) 1 12.5 09 May 12 Tokyo Electric Power Co Inc (Majority%) Japan Government of Japan Japan 2 11.1 29 Mar 12 International Power plc (30.3216%) United Kingdom GDF Suez SA France 3 7.9 15 Aug 12 State Grid Energy Development Co Ltd China Shenhua Group Corp Ltd China 4 6.2 06 Aug 12 Tennessee Gas Pipeline Company LLC; United States Kinder Morgan Energy Partners LP United States El Paso Natural Gas Co 5 4.4 30 May 12 SNAM SpA (30%) Italy Cassa Depositi e Prestiti SpA Italy Source: PwC, Power & Renewables Deals Power & Renewables Deals 2013 outlook and 2012 review 9
  • 10. Gas deals remain prominent The most significant gas deals came with the Kinder Morgan divestments and a trio With mega deals on the back burner, of gas network and pipeline deals in North American deal activity has been Europe. These included the purchase of mostly confined to smaller transactions, gas transportation, distribution and meter Canadian investment into the US, and services company Wales and West Utilities sales of orphan assets. Gas continues to by Hong Kong’s Cheung Kong Holdings, be a key focus for deals. In the US, the disposal of Eni's gas transmission investment in midstream gas gathering operator Snam and E.ON’s sale of Open and transportation pipelines has the Grid Europe. potential of giving power utility companies opportunities to get returns outside of their regulated asset base. Figure 8: Top five – renewables deals 2012 No. Value of Date Target name Target nation Acquirer name Acquirer nation transaction announced (US$m) 1 1,217 17 Dec 12 Power station (Wind and solar power portfolio ) Canada Mitsui & Co Ltd (30%/30%); Fiera Axium Japan Infrastructure 2 898 05 Dec 12 IP Maestrale Investments Ltd (80%) United Kingdom ERG SpA Italy 3 888 09 Mar 12 Power station (four 480MW wind power stations) United States Algonquin Power & Utilities Corp Canada 4 760 21 Dec 12 Power station (19 Hydroelectric facilities) United States Brookfield Asset Management Inc Canada 5 600 29 Jun 12 Alcoa Inc (351MW Tapoca hydroelectric project) United States Brookfield Asset Management Inc Canada Source: PwC, Power & Renewables Deals Figure 9: 2012 deal percentages by continent (2011 percentages shown in parenthesis) Deal number by target Deal number by bidder Europe 37% (35%) Europe 36% (34%) Asia Pacific 23% (24%) Asia Pacific 26% (25%) North America 22% (23%) North America 22% (25%) South & Central America 9% (8%) Russian Federation 8% (10%) Russian Federation 7% (9%) South & Central America 6% (5%) Africa 1% (1%) Middle East 1% (1%) Middle East 1% (0%) Africa 1% (0%) Deal value by target Deal value by bidder Europe 34% (28%) Asia Pacific 33% (10%) North America 28% (54%) North America 30% (61%) Asia Pacific 27% (9%) Europe 29% (20%) South & Central America 8% (6%) South & Central America 6% (3%) Russian Federation 3% (2%) Russian Federation 3% (4%) Middle East 0% (0%) Middle East 0% (2%) Africa 0% (0%) Africa 0% (0%) Source: PwC, Power & Renewables Deals 10 Power & Renewables Deals 2013 outlook and 2012 review
  • 11. Methodology Global Power & Renewables Deals includes analysis of all global power utilities, renewable energy and clean technology deal activity. We include deals involving power generation, transmission and distribution; natural gas transmission, distribution, storage and pipelines; energy retail; and nuclear power assets. Deals involving operations upstream of these activities, including upstream gas exploration and production, are also excluded. Renewable energy deals are defined as those relating to the following sectors: biofuels, biomass, geothermal, hydro, marine, solar and wind. Renewable energy deals relate to the acquisition of (i) operating and construction stage projects involved in the production of renewable energy and (ii) companies manufacturing equipment for the renewables sector. We define clean technology deals as those relating to the acquisition of companies developing energy efficient products for renewable energy infrastructure. The analysis is based on published transactions from the Dealogic ‘M&A Global database’ for all electricity, gas utility and renewables deals. Deals are included at their announcement date when they are partially completed (pending financial and legal closure) or completed. Deal values are the consideration value announced or reported including any assumption of debt and liabilities. Comparative data for prior years and quarters differ to that appearing in previous editions of our analysis or other current year deals publications. This can arise in the case of updated information or methodological refinements and consequent restatement of the input database. PwC firms provide industry-focused assurance, tax and advisory services to enhance value for their clients. More than 180,000 people in 158 countries in firms across the PwC network share their thinking, experience and solutions to develop fresh perspectives and practical advice. The Global Energy, Utilities and Mining group is the professional services leader in the international energy, utilities and mining community, advising clients through a global network of fully dedicated specialists. For further information, please visit: www.pwc.com/powerdeals This publication has been prepared for general guidance on matters of interest only, and does not constitute professional advice. You should not act upon the information contained in this publication without obtaining specific professional advice. No representation or warranty (express or implied) is given as to the accuracy or completeness of the information contained in this publication, and, to the extent permitted by law, PricewaterhouseCoopers does not accept or assume any liability, responsibility or duty of care for any consequences of you or anyone else acting, or refraining to act, in reliance on the information contained in this publication or for any decision based on it. © January 2013 PwC. All rights reserved. Not for further distribution without the permission of PwC. “PwC” refers to the network of member firms of PricewaterhouseCoopers International Limited (PwCIL), or, as the context requires, individual member firms of the PwC network. Each member firm is a separate legal entity and does not act as agent of PwCIL or any other member firm. PwCIL does not provide any services to clients. PwCIL is not responsible or liable for the acts or omissions of any of its member firms nor can it control the exercise of their professional judgment or bind them in any way. No member firm is responsible or liable for the acts or omissions of any other member firm nor can it control the exercise of another member firm’s professional judgment or bind another member firm or PwCIL in any way.