An introduction to alternative organization and financing ... · AGA/EEI . PwC June 2015 Agenda . 1...
Transcript of An introduction to alternative organization and financing ... · AGA/EEI . PwC June 2015 Agenda . 1...
An introduction to alternative organization and financing structures
Strictly Private and Confidential
June 2015
AGA/EEI
PwC June 2015
Agenda 1 Overview and Market Drivers 3 2 Readiness & Execution 16
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PwC June 2015
Overview and Market Drivers
3
PwC June 2015
Side-by-side
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1 Overview and Market Drivers
MLP/Partnership REIT Yield Co.
Summary
• Receive at least 90% of gross income from passive sources • Interest, Dividends, rent,
commodities, activities directly tied to minerals or natural resource activities
• Corporation that invests in real estate and receives rents from real property
• Permitted a deduction for dividends paid, and the amounts thus distributed (including capital gains) are taxable only to the shareholders
• Company formed to hold assets offering dividend yield and growth profile
• No legal or regulatory restrictions on asset or income type unlike MLP’s and REIT’s
Typical Assets
• Pipelines, midstream, shipping, refining, specialty chemical, propane, oil field, other
• NNN, malls, healthcare, mortgages, industrial, lodging, self storage, apartments, office, timber, other
• Typically, long-term contracted unregulated generation assets, including renewables
Structure
• A publicly traded limited partnership • True pass-through entity
(D&A reduces unit holder taxes)
• Corporation that makes a REIT election
• Not a “true” pass-through entity
• Publicly traded corporation, may have partnerships underneath
Taxation of Vehicle
• Does not pay any federal income tax at entity level
• Taxed as a corporation • Special deduction for dividends
paid
• Taxed as a corporation • Through mix of assets, taxable
income generally managed to zero
Economics of Distributions
• No required distributions, other than partnership agreement requirement (usually 100% less reserve-coverage ratio)
• Must distribute 90% of taxable income to shareholders
• Generally distributions >100% to pay no federal tax. (Might still have some state taxes or taxes on taxable REIT subsidiaries)
• Mix of assets may also create little to no earnings and profits (E&P), such that distributions would be return of capital
• Taxable dividend to the extent there is E&P
PwC June 2015
Side-by-side (continued)
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1 Overview and Market Drivers
MLP/Partnership REIT Yield Co.
Tax Characteristics of Distributions
• No required distributions, other than partnership agreement requirement (usually 100% less reserve-coverage ratio)
• Operating dividends are not-Qualified Dividends (subject to individuals tax rates)
• Might include return of capital (not currently taxable – reduces investor basis)
• Might include capital gains distributions (lower rates may apply)
• Distributions are taxable as dividends to the extent of E&P;
• Might include return of capital (non currently taxable – reduces investor basis).
Benefits to investors
• Elimination of corporate level tax typically leads to higher valuation from investors
• Flow-through of tax shields/deferrals to investors (e.g., accelerated depreciation)
• Elimination of corporate income tax typically leads to higher valuations
• Low cost of capital vehicle • State taxes less complicated for
individual investors • International investors to invest in
U.S. real estate in a tax-efficient manner
• Elimination of corporate level tax through management of taxable income
• Simpler compliance
Concerns for investors
• Tax issues to investor more complex
• May increase investor state withholding and filing requirements
• May be problematic for foreign and tax-exempt investors
• REIT compliance (at entity) may be complex
• Higher tax rates apply on dividends for individual investors
• Need to feed • Constant management of tax
profile
PwC June 2015
YieldCo multiples have trended above other typical generation business models
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1 Overview and Market Drivers
Source: CapitalIQ
High Peer
Low Peer
As of April 30, 2015
YieldCo
REIT
MLP
Merchant
Hybrid
Regulated
.x
5.x
10.x
15.x
20.x
25.x
30.x
35.x
40.x
45.x
50.x
55.x
TEV/EBITDA
PwC June 2015
As interest rates have decreased, investors have sought and moved to yielding investments like utility stocks
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1 Overview and Market Drivers
Source: Bloomberg
-
1.0
2.0
3.0
4.0
5.0
6.0
7.0
8.0
9.0
10.0
0
50
100
150
200
250
2005 2006 2007 2008 2009 2010 2011 2012 2013 2014 2015
US
BB
B U
tility
Bon
d Yi
eld
(%)
Util
ity In
dex
-Sha
re P
rice
Inde
xed
to 2
005
Dow Jones Utility Index and US BBB Utility Bond Yield
Dow Jones Utility Index US BBB Utility Bond Yield (20-Year)
PwC June 2015
While there are certain key similarities, all YieldCos are unique
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1 Overview and Market Drivers
NRG Yield Pattern Abengoa Yield NextEra Energy Partners
TerraForm (SunEdison)
8point3 (SunPower / First Solar)
Primary Focus M&A Wind International Wind / Solar Solar / Wind Solar
Location US US / Canada / Chile N. America / S. America / Europe
US / Canada US / UK / Chile / Canada
US / Chile / Japan
Asset Mix Gas / Wind / Solar / Thermal
Wind Gas / Renewable / Transmission
Wind / Solar Solar / Wind Solar
Initial Assets (MW) 1,359 1,041 1,010 990 808 432
Drop Down Assets (MW) 1,059 746 491 1,549 (+11,000) 1,109 1,131
Contract Tenor (Years) 16 18 26 21 18 21
ROFO Term 5 years 5 years 5 years 6 years 6 years 5 years
Percentage Contracted 96% 88% 100% 100% 100% 100%
Stated Growth 15-18% 8-10% 10-12% 12-15% 15% 12-15%
Sponsor Ownership at IPO 66% 68% 69% 80% 64% Pre-IPO
Dividend Policy 90% Payout 80% Payout 90% Payout 80% Payout 85% Payout Pre-IPO
Independent Management √ √ √
Conflicts Committee √ √ √ √ √ √
IDRs √ √ √
Subordination √ √ √
CAFD Commitment √
Forbearance √ √
Interest Payment Agreement √
Dual Class Vote √ √
PwC June 2015
YieldCos have generally shown strong performance since their IPOs
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1 Overview and Market Drivers
Source: CapitalIQ, Company Filings/News Releases, PwC Analysis
Market data as of April 30, 2015
NRG Yield Pattern Abengoa Yield NextEra Energy Partners
TerraForm (SunEdison)
IPO Date July 2013 September 2013 June 2014 June 2014 July 2014
IPO Price ($) 22.00 22.00 26.00 25.00 25.00
Current Price ($) 49.20 28.98 33.91 42.37 39.53
Performance Since IPO 124% 32% 30% 69% 58%
Annualized Dividend ($)1 1.56 1.37 1.04 0.82 1.08
Dividend Yield 3.2% 4.7% 3.1% 1.9% 2.7%
Market Cap ($MM) 1,702 2,007 2,713 792 2,214
Enterprise Value ($MM) 5,681 3,970 6,644 2,695 4,416 1 Based on most recently declared quarterly dividend
-
10
20
30
40
50
60
Stock Price ($)
NRG Yield Pattern Abengoa Yield NextEra Energy Partners TerraForm
PwC June 2015
Reserve margins are expected to tighten as coal retires
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1 Overview and Market Drivers
Source: Ventyx and NERC
NEPOOL
Percentage Above Target Reserve Margin
Changes in reserve margins reflect impacts from multiple factors, including anticipated coal retirements.
+30% 25% 20% 15% 10% 5% 4% 3% 2% 1% 0% -1% -2% -3% -4% -5% -6%
2018
WECC California
WECC Other
ERCOT
SERC Southern
MISO North
SERC TVA
SPP
SERC VACAR
New York
NEPOOL
PJM
FRCC
MISO South
MISO North
2017
WECC California
WECC Other
ERCOT SERC Southern
SERC TVA
SPP
SERC VACAR
New York NEPOOL
PJM
FRCC
MISO South
MISO North
WECC California
WECC Other
ERCOT
SERC TVA
SPP
SERC VACAR
New York NEPOOL
PJM
FRCC
MISO South
MISO North
2016
WECC California
WECC Other
ERCOT
SERC TVA
SPP
SERC VACAR
New York NEPOOL
PJM
FRCC
MISO South
MISO North
SERC Southern
2015
WECC California
WECC Other
ERCOT
SERC TVA
SPP
SERC VACAR
New York NEPOOL
PJM
FRCC
MISO South
MISO North
SERC Southern
SERC Southern
2014
PwC June 2015
Historical and future capacity additions are largely driven by gas prices
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1 Overview and Market Drivers
Source: SNL, EIA
* EIA’s reference case does not include proposed rules such as the GHG New Source Performance Standards, which could limit future coal additions
0.00
2.00
4.00
6.00
8.00
10.00
12.00
14.00
16.00
0%
20%
40%
60%
80%
100%
$/M
MB
tu
New Capacity Additions by Fuel Type
Gas Coal Nuclear Renewable / Other Henry Hub Spot Price Henry Hub Futures (4/30/2015)
PwC June 2015
Shale production and weather events have impacted natural gas pricing
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1 Overview and Market Drivers
Source: SNL
MT
WY ID
WA
OR
NV
UT
CA
AZ
ND
SD
NE
CO
NM
TX
OK
KS
AR
LA
MO
IA
MN
WI
IL
IN
KY
TN
MS AL
GA
FL
SC
NC
VA WV
OH
MI
NY
PA
MD DE NJ
CT RI MA
ME
VT
NH
MI
Sumas
PG&E Citygate
SoCal Border
Waha
Cheyenne
Henry Hub Houston Ship Chanel
FGT Period Henry Hub Spot Price
2008 $8.90
Jan 2014 $4.68
Apr 2015 $2.61
Bakken
Powder/Green Basin River
Barnett- Woodford
Barnett
Eagle Ford
Haynesville
Antrim
Woodford
Marcellus-Utica
Legends Natural Gas Trading Center/Hub
Shale Gas Play
Algonquin
Denver Julesberg Dominion S
TETCO M3
2008
Jan 2014
Apr 2015
Transco Z6 (NY) Chicago
4.64 2.57
8.90
4.68 2.61
8.56
4.57 2.54
8.92 7.53
2.60
10.14
25.49
3.41
9.34
4.44
1.55
9.87
22.51
1.77
10.10
29.84
2.31
6.54
4.71
2.30
7.74
4.60
2.15
8.64
4.74 2.87
7.94
4.72
2.44
7.67
4.55
2.41
PwC June 2015
Renewables will continue to play a growing role in the nation’s generation supply
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1 Overview and Market Drivers
Source: Department of Energy (Database of State Incentives for Renewable Energy)
Sta tes w ith n o RPS sta n da r dSta tes w ith RPS sta n da r d less th a n 2 0%Sta tes w ith RPS sta n da r d betw een 2 0% to 3 0%Sta tes w ith RPS sta n da r d g r ea ter th a n 3 0%Sta tes w ith n on -per cen ta g e ba sed RPS sta n da r d
Many states have implemented RPS to be generally achieved from 2010 through 2025
Legend
15% by 2020
25% by 2025
25% by 2015
20% by 2010
33% by 2020
25% by 2025 20% by
2025
15% by 2025
30% by 2020
15% by 2015
20% by 2020
5,880 MW by 2015 10,000 MW by 2025
20% by 2020
15% by 2015
10% by 2015
10% by 2015
15% by 2021
30% by 2020
105MW
12.5% by 2021
10% by 2015 10%
by 2015
25% by
2025
12.5% by 2027
10% by
2025 15% by 2025
25% by 2025
18.5% by 2021 NJ 20.4% by 2021
DE 25% by 2026 DC 20% by 2020 MD 20% by 2022
CT 27% by 2020 RI 16% by 2019
MA 15% by 2020 NH 24.8% by 2025
ME 40% by 2017 VT 20% by 2017
30% by 2015
PwC June 2015
Renewable incentives in addition to accelerated depreciation
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1 Overview and Market Drivers
Source: Department of Energy (Database of State Incentives for Renewable Energy)
Incentive
Production Tax Credit (PTC) IRC sec. 45
Investment Tax Credit (ITC) IRC sec.481
Federal Renewable Grant (Cash Grant) Sec. 1603 of ARRA1,2
Benefit (Cents/ kWh)
Construction Start Date3
Duration (Years)
Benefit Construction Start /
Online Date3,4
Benefit Construction Start Date5
Online Date
Before
Wind 2.3 12/31/2014 10 30% 12/31/2014 12/31/20166 30% 12/31/2011 1/2013
Solar NA 30% 12/31/20167 30% 12/31/2011 1/2017
Geothermal 2.3 12/31/2014 5 30% 12/31/20147 30% 12/31/2011 1/2017
“Closed-loop” Biomass 2.3 12/31/2014 10 30% 12/31/2014 30% 12/31/2011 1/2014
Fuel Cells NA 30% 12/31/2016 30% 12/31/2011 1/2017
Other 1.1 12/31/2014 10 10% 12/31/2016 10% 12/31/2011 1/2017
1 The tax basis of the property must be reduced by 50% of the amount of the ITC or grant 2 ARRA = American Recovery and Reinvestment Act 3 For 12/31/2014 construction start projects, based on IRS guidance, if placed in service by 12/31/2016 projects will satisfy the continuous construction and continuous efforts tests. When using the “physical work” test to satisfy that construction has begun by 12/31/2014, IRS guidance specifies that the test will focus on the nature of work performed, rather than the quantity or cost of work. When using the financial “safe harbor” to satisfy that construction has begun by 12/31/2014, IRS guidance specifies that 5% or more of the total cost of the facility must be paid or incurred by 12/31/2014. 4 Project types with 12/31/2014 fulfillment dates must be under construction by such date, while project types with 12/31/2016 fulfillment dates must be in-service by such date 5 Construction needs to have begun by 12/31/2011 and is defined as beginning when more than 5 percent of the total cost of the property has been paid or incurred 6 Expires 12/31/2016 for small (<100kw) wind installations and 12/31/2014 for large installations 7 Reverts to a 10% permanent investment tax credit for solar and geothermal after 12/31/2016 and 12/31/2014 respectively
PwC June 2015
The EPA’s proposed renewable building block under the Clean Power Plan indicates significant new renewable deployment in certain states
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1 Overview and Market Drivers
Source: EPA, Department of Energy, PwC Analysis
MT 556 MW
WY 1,650 MW
ID 260 MW
WA 3,619 MW
OR 2,040 MW
NV 1,121 MW
UT 415 MW
CA 4,256 MW
AZ 641 MW
ND 59 MW
SD 0 MW
NE 806 MW
CO 1,516 MW
NM 701 MW
TX 16,943 MW
OK 2,302 MW
KS 1,185 MW
AR 994 MW
LA 2,037 MW
MO 478 MW
IA 0 MW
MN 0 MW
WI 1,384 MW
IL 3,594 MW
IN 1,522 MW
KY 630 MW
TN 1,584 MW
MS 1,803 MW
AL 5,259 MW
GA 4,088 MW
FL 8,030 MW
SC 3,439 MW
NC 4,093 MW
VA 4,034 MW
WV 4,099 MW
OH 4,580 MW
MI 1,625 MW
NY 8,708 MW
PA 14,097
MW
MD 2,321 MW
DE 414 MW
NJ 4,049 MW CT 931 MW
RI 142 MW
MA 2,576 MW
ME 0 MW
VT NH 1,309 MW
AK 47 MW
HI 46 MW
VT and DC do not have affected units
Region
Assumed Capacity Factor State(s)
East 25% KY, TN, NC, VA, WV, PA, NY, NJ, MD, DE
Southeast 25% LA, MS, AL, FL, GA, SC
Alaska 30% AK
California 30% CA
Great Lakes 30% WI, MI, IL, IN, OH
Hawaii 30% HI
New England 30% RI, MA, NH, VT, ME, CT
Northwest 30% WA, OR, ID, MT
Heartland 35% OK, AR, KS, MO, NE, IA, SD, MN, ND
Mountain 35% NV, AZ, UT, CO, NM, WY
Texas 35% TX
Legend Implied Incremental Renewable Capacity1
0 – 2000 (MW)
2000 – 8000 (MW)
+8,000 (MW)
1 Implied incremental renewable capacity derived based on EPA proposed incremental renewable MWh by state (2029 target less 2012 baseline), converted to MW based on assumed regional capacity factors.
PwC June 2015
Readiness & Execution
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PwC June 2015
Illustrative Roadmap for Launching an MLP, YieldCo, REIT
2 Readiness & Execution
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Launch
Project Management Office (PMO) and Change Management & Communications
Implement stand-alone business
PwC June 2015
MLP
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2 Readiness & Execution
• MLPs provide for a single layer of taxation
• MLPs pass through income and tax attributes (e.g. tax credits or accelerated depreciation) to unit holders. Historically this structure has been utilized for investments in the oil and gas sector
• Benefits - Avoids double taxation - Tax incentives flow to investors
• Challenges - Requires ongoing access to quality
assets, manage conflicts of interest with parent
- Benefits from low interest environment - Proposed IRS ruling on qualifying
income
Structure Overview
Non-qualifying Operating LLC
PwC June 2015
YieldCo
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2 Readiness & Execution
• A YieldCo buys a large portfolio of contracted operating projects from the Sponsor (or other developers) and sells output under those contracts
• YieldCo provides a cash yield return to investors (Sponsor and Public)
• Benefits − Tax efficiencies through
depreciation methods − No need for regulatory change
• Challenges − Similar to MLP
Structure Overview
PwC June 2015
REIT
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2 Readiness & Execution
• Benefits - Avoids double taxation - Lower cost of capital
• Challenges - IRS approval?
• Allows for the "pass-through" ownership of income-producing property and thus a single layer of taxation
• Generally, required to distribute 90% of taxable income. The benefits of accelerated depreciation and tax credits remain within the REIT and reduce its required distributions
Umbrella Partnership
REIT
REIT Project Co.
% GP Interest
Contribution ofProperty for
% LP Interest
Investors
100% REIT Shares
Structure Overview
PwC June 2015
Incremental Costs to Achieve
2 Readiness & Execution
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List of Key Cost Initiatives One-Time
Costs Recurring (Annual)
Cost Increases
Transactional Costs X
1
Banking / Financing Fees X
Debt Recapitalization Costs X
Other [Advisory, Legal, etc.] X
Operational Costs X X
2 General
[Operations separation, TSA, etc.] X
3 Corporate Affairs, Communications and External Reporting X
4 Executive X
5 Finance X
6 Human Resources X X
7 Information Technology X X
8 Risk and Insurance X
9 Supply Chain X X
Other Costs X 10 Transfer taxes X
11 Earnings & Profit Purge X
PwC June 2015
Illustrative SEC Registration Timeline – MLP/YieldCo/REIT
2 Readiness & Execution
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PwC June 2015
Operation Transition Execution – Process & Approach
2 Readiness & Execution
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Planning Execution Operate
Project Initiation Day 1
Define Project
o Develop high level operating model
o Identify desired capabilities for in-house and/or out-sourced
o Establish project governance
o Develop Project Plan / Program with associated workstreams
o Develop Resource Plan – internal and external staff
o Develop Project Management Templates – Status Updates
Conduct Project Kick-off
Design o Develop Playbook –
Business Requirements Document for: – IT – Reporting – Qualification includes:
Tax and Transfer Pricing
– Treasury – Legal – Accounting / Finance – FP&A
o Develop business processes
o Identify KPIs and Performance Metrics
o Develop the future strategy
o Develop future state architecture
o Select System
o Finalize what activities will be in the TSA
o Draft Policies and Procedures
o Develop tax compliance models
o For REIT, develop standard lease language
o Implement governance strategy
Build / Test o Finalize Operating Model o Develop User Roles and
Responsibility o Build out IT infrastructure
– Develop testing strategy
o Develop Reports – Statutory – Supplemental
o Develop test scripts o Finalize Policies
~24 weeks
Operate o Support Post Go Live
Activities o Operate and Manage
TSAs o Support 1st Quarter
Statutory and Supplemental Reporting
o Continue to develop 2nd Day Reports
o Finish any additional system configuration that was deemed Day 2
Change Management and Communication
ILLUSTRATIVE
KEY Transition Milestones
PwC June 2015
Initial SEC registration and predecessor financial statements
• YieldCos, REITs and MLPs require registration with the SEC and ongoing SEC reporting
• Initial registration statement (Form S-1) must include:
− Three years of historical financial statements (two years if an “emerging growth company”)
• An “emerging growth company,” as defined in the JOBS Act, is a new issuer with less than $1 billion in annual gross revenues in its most recent fiscal year
− Management’s Discussion & Analysis
− Selected Financial Data, including Non-GAAP measures
− Pro Forma Financial Statements
• A “predecessor” must be determined based on the entity or entities that represent the major portion of the business and assets of the registrant. Preclearance with the SEC may be required
2 Readiness & Execution
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PwC June 2015
Carve-out financial statements
Wra
p U
p a
nd
T
ran
siti
on
B C E
His
tori
cal F
inan
cial
St
atem
ents
Preparation of Financial Statements Audit and Reporting
Project Management Office
Assessment
A
Preparation of carve-out financial statements requires a sequence of coordinated steps that combines the use of process, data analytics and technical accounting to produce a complete set of GAAP financials
A. Planning & Assessment: Objective of this phase is to define business and data scope, as well as carve-out principles (e.g. basis of presentation, carve-out methodology for each account, etc.)
B. Preparation of Financial Statements: Key components of this phase include: • Preparing technical white papers on accounting issues • Accumulation of financial data • Preparation of financial statements of the carve-out entity • Preparation of detailed audit packages • Upload the carve-out financial information into a reporting engine
for further reporting analytics and analysis
C. Audit and Reporting: Collaborate with Auditors to identify and resolve complex audit, accounting, and reporting issues in an efficient manner
D. Project Management Office: A robust approach centered around an efficient and effective use of carve-out resources, compliance with Client’s strategic objectives, management of data, quality controls and adherence to desired separation timeline
E. Wrap Up and Transition: Wrap-up and transition of knowledge and work product to Client
D
2 Readiness & Execution
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PwC June 2015
Carve-out and other financial statements
2 Readiness & Execution
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Key issue Considerations Actions
• Creating carve-out financial statements
• Determining other financial statement requirements
• Determine if the “carve-out” entity is a separate business, segment or group of assets
• Determine level of existing operations and financial data separation
• Determine if the historical financial information for the carve-out entity is available and if you can identify all assets and liabilities of the carve-out entity
• Determine information needed to develop a “reasonable” method for allocating:
• Shared services
• Corporate costs
• Corporate debt and interest expense
• Employee benefit plans
• Guarantor financial statements (Rule 3-10)
• Separate financial statements of unconsolidated subsidiaries (Rule 3-09)
• Identify carve-out assets/liabilities included in proposed transaction
• Map carve-out assets/liabilities back to legal entities and legal entity structure and historical financial consolidation
• Determine if carve-out meets the financial statement reporting and disclosure requirements of SEC Rule S-X
• Identify resources and related costs used by carve-out entity which are indirect. Identify other users of resources
• Develop rational allocation methodology based on cost drivers that is not complicated or burdensome to implement
• Develop “audit trail” of factual information supporting the allocation
• Determine impact of transactions with affiliates and related disclosure requirements within footnotes
• Identify any guarantor arrangements and determine if they are exempt from the requirement to present separate financial statements
• Identify any equity-method investments and determine if they are significant to the registrant (asset and income tests)
PwC June 2015
Other considerations
• Subsequent acquisitions or drop-downs will likely require additional efforts, including:
− Possible need for conflicts committee valuation and due diligence support
− Accounting and tax valuations
Step-up and allocation to tangible and intangible property
− Cost segregation analyses
• Subsequent drop-downs may trigger additional financial statement requirements, including:
− Pro Forma financial statements;
− Acquiree financial statements; and
− Recasted financial statements.
• Other issues may include:
− Calculating earnings per share/unit;
− Consolidation of operating companies;
− Other SEC-specific reporting requirements (e.g. segment reporting); and
− SOX 404 compliance.
2 Readiness & Execution
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PwC June 2015
Common accounting and reporting issues
• Financial Reporting Considerations − All structures commonly use the historical basis due to common control − Consolidation analysis based on partnership structure and ownership
• MLP Specific Considerations − Earnings per unit calculation is based on the two class method
• YieldCo Specific Considerations − Allocation of OpCo income to non-controlling interest (HLBV)
• REIT Specific Considerations − Sale-leaseback transactions and lease classifications − Schedule III – Real Estate and Accumulated Depreciation
2 Readiness & Execution
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PwC June 2015
Summary
• The energy, power and utilities industries have increasingly focused on alternative investment vehicles designed to hold assets and provide sustained and increasing cash flows.
• Alternative structures can provide access to a broader population of investors through the use of tax efficient vehicles that other industries already utilize
• The accounting and financial reporting complexities found in a YieldCo, REIT or MLP structures are similar, as all structures involve the transfer of assets into a newly formed entity or entities
• In connection with an IPO, the newly formed entity will need to file registration statements with the SEC and, therefore, may need to create standalone SEC-compliant financial statements for the first time
• The creation of standalone financial statements, as well as other financial statements required in a registration statement, may require significant investment in time and resources
• A number of complex accounting, carve-out, and SEC reporting issues often arise during the formation of a Yieldco, REIT, or MLP.
• Capital market windows of opportunity can open and close – it is important to be well-prepared when that moment arrives.
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2 Readiness & Execution