Autopista Central

David Keller

Belisario Galarcep

Massimo Paone

Javier Vilardell

Agenda

• Chile

• Autopista Central

• The Deal• The Deal

• Valuation Process

– The Damodaran Modified World CAPM Model

– EHV Cost of Capital Model

• What Happened?

• Declared independence from the Spanish on September 18, 1810

• After the War of 1879 vs Bolivia and Peru, Chile entered into a period of economic

expansion led by mining and manufacturing industries

• 1900’s flat economic growth and high inflation

Chile: a Brief History

• Following an acute recession Chile elected the socialist Salvador Allende of the

Popular Unity Party (UP) in 1970 => Nationalization

• On September 11, 1973, a military coup led by General Augusto Pinochet => crack

down on political activities

• All post-Pinochet presidents affiliated with a center-left party known as the

Concertacion

Chile: Economy

GDP

• Chile averaged 4.4% GDP growth (2002 and 2006)

• Increased global demand and commodities prices boosted growth

• Most dynamic economic sectors (2006): c communications, financial services,

agriculture, and forestry

Monetary Policy

• Banco Central de Chile (BCC) : International degree of credibility

• Inflation target of 3% (with 1% margin of error)

• 6.5% nominal rate improved monetary policy which is now better

Chile: Transportation Infrastructure

• Increasingly good infrastructure and a large highway coverage

• Since 1990, privatization of the construction and maintenance of

commercially viable roads through BOT concessions:

– Modern motorway network between La Serena and Puerto Montt (over 90% of – Modern motorway network between La Serena and Puerto Montt (over 90% of

Chileans covered by this network)

– Also used to build urban toll roads in Santiago, Valparaíso and Concepción

• Chile's Ministry of Public Works aims to increase the network of paved

roads to 25,000 Km by the end of 2010

Chile: Santiago

• Largest city in the country with population of 7 million

• The area contains approximately 40% of Chile’s total population

• Accounts for nearly 43% of domestic GDP• Accounts for nearly 43% of domestic GDP

• Is home to a number of foreign and Chilean multinational companies who

often use the city as a base for other South American operations

• Around 800K vehicles use the roads on any given workday in Santiago

(43% of all of the total number of vehicles registered in the country)

Autopista Central: Fast Facts

• Concession contract: Granted on

01/04/2001

• Concession period: 30 years

• Construction started: 07/26/2001

• Construction costs: US$ 680M

• Funding:

– Bonds : US$ 603 m

– in NY: 250 m(6.33%, 23 yrs)

– in Chile: 353 m (5.69%, 23yrs)

• Shareholders equity: US$ 208M

Main Shareholders

• Strong presence in 15 countries in Latin

America

Revenues 2006: $18.3 billion

• Operates in South America, Africa, the

U.S., and Asia

• Revenues 2006: $18.3 billion

• Net income 2006: $1.6 billion

• Market cap (12/31/2006): $19.6 billion

• Listed on the Madrid Stock Exchange

• Revenues 2006: $17.0 billion

• Net Income 2006: $0.7 billion

• Market cap (12/31/2006): $18 billion

• Listed on the Stockholm Stock

Exchange (OMX)

Autopista Central

N

Vespucio Norte Express (29)

Costanera

Norte (42)

Trébol Quilicura

Av. El Salto

Enlace La Dehesa

Acceso Nor-Poniente (21)

Túnel San Cristóbal

Autopista Aconcagua

Eje Kennedy

Airport

N

Vespucio Norte Express (29)

Costanera

Norte (42)

Trébol Quilicura

Av. El Salto

Enlace La Dehesa

Acceso Nor-Poniente (21)

Túnel San Cristóbal

Autopista Aconcagua

Eje Kennedy

Airport

Vespucio Sur (24)

Autopista Central (60)Río Maipo

Ruta 68

Ruta 78 Autopista del Sol

Rotonda Grecia

Túnel San Cristóbal

Express (4)

Autopistas del Maipo

Autopista Acceso Sur

Vespucio Sur (24)

Autopista Central (60)Río Maipo

Ruta 68

Ruta 78 Autopista del Sol

Rotonda Grecia

Túnel San Cristóbal

Express (4)

Autopistas del Maipo

Autopista Acceso Sur

Autopista Central: Business Model

• Toll collection: Electronic free Flow Tolling (100%)

• Toll fees:

– Vary according to vehicles’ classes, traffic conditions and heavy commercial

vehicles routes

– Adjusted in accordance with the annual change in CPI

– Autopista Central is allowed to increase toll fees at 3.5% real annually– Autopista Central is allowed to increase toll fees at 3.5% real annually

• Main outsourced services

– Payment collection agents

– Call centre

– Printing & mailing of invoices

– Day Pass vending channels

– Debt collection agents

– Tags warehouse & logistics

– Photos verification

Toll laneToll lane

VDC SensorVDC Sensor

TransceiverTransceiver

GantryGantryImaging IlluminationImaging Illumination

1

1. DETECTION1. DETECTION

2

2. TRACKING2. TRACKING

3 4 5 6

Imaging SensorImaging Sensor

ShoulderShoulder

Toll laneToll lane

11

GantryGantry

TransceiverTransceiver

Registration PlateRegistration Plate

Imaging SensorImaging Sensor

VDC SensorVDC Sensor

TagTag

Imaging IlluminationImaging Illumination

1 2

2. TRACKING2. TRACKING

3

3. VEHICLE IMAGING3. VEHICLE IMAGING

4

4. COMMUNICATION4. COMMUNICATION

5

5. CLASSIFICATION5. CLASSIFICATION

6

6. ENDING6. ENDING

Why the Business Model Works?

• Motorists have the obligation to report any changes of personal details to Government Vehicle Registration

• Failure to pay toll and / or traffic fines results in:

– Owners listed in Debtors Database

– Vehicle listed in Traffic Offenders Database

• Law (2002) makes it mandatory to have valid Tag or alternative means, • Law (2002) makes it mandatory to have valid Tag or alternative means,

when entering toll roads. Otherwise trespassers are exposed to prosecution

for Law Enforcement

• Toll equipment are Certified Means for collecting Enforcement data

• Two ways to carry out Law Enforcement:

– Traffic Regulation Enforcement by Local Police. US$ 50 fine paid to Police

– Toll Payment Enforcement by Court: up to US$ 85 compensation paid to

concessionaire

Historical Performance: P&L

• Expected strong operating

growth

• 70 % of 900,000 regular

urban toll roads users are urban toll roads users are

using Autopista Central

• 39% of urban toll roads

revenues are collected by

Autopista Central

Capital Structure – Balance Sheet

High leverage all the

years, on 2007:

• BV Total liabilities /

Equity = 4.8Equity = 4.8

• BV Debt / Equity = 3.8

(aprox. 20% Equity /

80% Debt)

Deal Parties: Buyers

• Specializes in the management and

operation of toll roads and airports.

• Listed on the Madrid Stock Exchange

• Revenues: $4.2 billion

• The world’s 12th largest bank by market cap (2007)

• In Chile, Santander is the largest bank in terms of total assets, loans, and shareholder’s equity

• Net income of $0.7 billion

• Operates > 6,500 km of toll roads in Europe

• Chile:

– Operates two large toll roads: highways

– Operates the Santiago airport and

parking lots and logistics parks

� Autopista Central is highly complementary

to its infrastructure portfolio in LATAM.

• Revenues of $69.4 billion

• Net income of $7.9 billion

• Santander Private Equity (SPE) is the private equity unit of Santander’s Asset Management group. In 2004 SPE raised a $228 million infrastructure fund called Santander Infraestructuras I

� Given its knowledge of the Chilean market, Autopista Central was a perfect fit to Santander portfolio

Valuation

$555,763 $539,627 $523,845

$684,702 $665,693 $647,111

$500,000

$600,000

$700,000

$800,000

ACS E

quity Value (USD M

ln)

ACS' Equity Value's Sensitivity to Changes in Assumed Project Beta

$0

$100,000

$200,000

$300,000

$400,000

0.90 1.00 1.10

ACS E

quity Value (USD M

ln)

Project Beta

EHV CAPM with SS Adjustment (Lambda = 1.00)

How Did We

Value the

Project?Project?

Financial Projections

Financial Projections

Financial Projections

Projected CAPEX, Net Changes in Working Capital, and Net Changes in Other Assets and Liabilities for Autopista Central

Chilean Pesos in Thousands, except per share

Year CAPEX

Change in

Working

Capital

Change in Other

Assets and

Liabilities

2008 ($3,152,186.1) ($2,495,040.9) $2,782,329.9

2009 ($3,710,123.1) ($2,331,551.0) $2,893,623.1

2010 ($4,366,814.9) ($7,579,903.0) $3,009,368.0

2011 ($4,951,920.0) ($6,753,610.2) $3,129,742.8

2012 ($2,807,738.6) ($7,659,148.4) $3,254,932.5

2013 ($3,183,975.6) ($8,685,474.3) $3,385,129.8

2014 ($3,610,628.4) ($9,849,327.9) $3,520,535.02014 ($3,610,628.4) ($9,849,327.9) $3,520,535.0

2015 ($4,094,452.6) ($11,169,137.8) $3,661,356.4

2016 ($4,299,101.5) ($4,724,344.3) $3,807,810.6

2017 ($4,513,979.2) ($4,960,476.4) $3,960,123.0

2018 ($4,739,596.9) ($5,208,411.0) $4,118,528.0

2019 ($4,976,491.4) ($5,468,737.8) $4,283,269.1

2020 ($5,225,226.4) ($5,742,076.2) $4,454,599.8

2021 ($5,486,393.7) ($6,029,076.7) $4,632,783.8

2022 ($5,760,614.6) ($6,330,422.0) $4,818,095.2

2023 ($6,048,541.6) ($6,646,829.1) $5,010,819.0

2024 ($6,350,859.8) ($6,979,050.9) $5,211,251.8

2025 ($6,668,288.5) ($7,327,877.9) $5,419,701.8

2026 ($7,001,582.9) ($7,694,139.8) $5,636,489.9

2027 ($7,351,536.0) ($8,078,708.3) $5,861,949.5

2028 ($7,718,980.5) ($8,482,498.3) $6,096,427.5

2029 ($8,104,790.6) ($8,906,470.6) $6,340,284.6

2030 ($8,509,884.2) ($9,351,633.8) $6,593,896.0

Financial Assumptions

• Revenues: increase, but in a decreasing manor, during the first years (until 2010)

because of the new highway opening. From 2015 onward revenues have a stable

growth of 5%, which is the Y/Y increase in the toll rate.

• Gross margin: 80% which is the management target for the concession.

• SG&A expenses: 17% of sales based on management input and historical data.

• Other operating income / expense: We used historical and target data and

management input.

• Depreciation Schedule: The concession project is fully depreciated during the life

of the project. The Chilean law allows full depreciation of the concession before

the asset’s control is returned to the local government.

Financial Assumptions

• Dividends: No dividends paid to the equity holders until completion of the

concession. Equity partners have a mezzanine credit facility that is use to extract

cash flows at a better tax rate.

• Shares: No shares repurchased or issued during the concession period.

• Debt: For simplicity we use a linear repayment schedule. As the agreement was

structured, the concession pays interest to debt holders as well as accounts

payable holders.

• The Beta of a project is primarily affected by three factors:

• i. Business: in terms of business risk: medium level– Stage Risk: The toll road is in its post-completion stage, the toll road has been completely operational since

2006

– Revenue Risk: The implementation and use of an electronic payment system has been done successfully thus, Revenue Risk is expected to be low

– Traffic Risk: Santiago represents 32% of the overall Chilean population, the GDP of the zone encompasses approximately 40% of the total Chilean GDP

• ii. Operating Leverage:

Model Inputs: Beta

• ii. Operating Leverage: – The project has high fixed costs compared to variable costs and thus represents a higher operational risk.

The major costs are depreciation and administrative expenses which is normal in the public infrastructure sector

• iii. Financial Leverage: – The project has a highly leveraged structure which increases the risk. The book value of interest bearing

liabilities divided by the Stockholders’ Equity between 2006 and 2007 has been higher than 4 (4.9 and 4.2 respectively).

• International Commercial Partners:– Kapsch Group

– SICE

– Q-Free ASA

• Involvement of Multilateral Agencies: none

Model Inputs: Beta

Company Beta WeightWeighted

Beta

Stock

Market

Atlantia SpA 0.768 21.9% 0.168 FTSEMIB

Abertis Infraestructuras SA 0.878 20.8% 0.182 IBEX

Transurban Group 0.710 13.4% 0.095 AS51

Groupe Eurotunnel SA 1.065 12.0% 0.128 CAC

Brisa Auto-Estradas de Portugal SA 0.844 6.5% 0.055 PSI20

Macquarie Group Ltd 1.232 6.0% 0.074 AS51

ConnectEast Group 0.942 4.2% 0.039 AS51

Autopista Central Beta Calculation

β = [βEstimate x (2/3)] + [ 1 x (1/3)]

= [0.85 x (2/3)] + [1.00 x (1/3)]

= 0.90ConnectEast Group 0.942 4.2% 0.039 AS51

Zhejiang Expressway Co Ltd 0.861 3.9% 0.034 HSI

Macquarie Korea Infrastructure Fund 0.557 3.7% 0.021 KOSPI

Jiangsu Expressway Co Ltd 0.829 3.4% 0.028 HSI

Average 0.869 95.8% 0.824

Median 0.853

Morgan Stanley Beta Adjustment Formula:

β = [βEstimate x (2/3)] + [ 1 x (1/3)]

Where:

β: Beta of project

βEstimate: Estimated beta of project from comparables or other method

= 0.90

We’ll use a range

of 0.90 to 1.00

Equity Capital: Damodaran World

Modified CAPMCalculation of Lambda

% of Revenues Derived Locally 100%

Lambda = ------------------------------------- =--------------= 1.00

Ave. % of Revenues Derived 100%

Locally for Similar Project

100% Weighting of Country Equity Risk Premium (Lambda = 1.00)100% Weighting of Country Equity Risk Premium (Lambda = 1.00)

Project Beta 0.90 1.00 1.10

Rf 4.91% 4.91% 4.91%

Equity Risk Premium 4.58% 4.58% 4.58%

Lambda 1.00 1.00 1.00

Country Equity Risk Premium 2.10% 2.10% 2.10%

Modified World CAPM Cost of Equity Capital (USD) 11.13% 11.59% 12.05%

Cost of Equity (in Chilean pesos) 11.70% 12.18% 12.66%

Project Beta 0.90 1.00 1.10

Equity Capital: EHV Model

Weights Score

Impact on

Country

Premium

Sovereign

0.40 9.50 -3.61 Currency (direct, e.g. convertibility)

0.10 7.00 -0.67 Currency (indirect, e.g. political risk caused by crisis)

0.15 -2.50 0.36 Expropriation (direct, diversion, creeping)

0.05 2.00 -0.10 Commercial International partners

0.05 0.00 0.00 Involvement of Multilateral Agencies

0.05 -1.00 0.05 Sensitivity of Project to wars, strikes, terrorism

0.05 0.00 0.00 Sensitivity of Project to natural disasters

Equity Capital: EHV Model

0.05 0.00 0.00 Sensitivity of Project to natural disasters

Operating

0.05 6.00 -0.29 Resource risk

0.03 8.00 -0.19 Technology risk

Financial

0.05 4.50 -0.21 Probability of Default

0.03 -2.00 0.05 Political Risk Insurance

1.00 Sum of weights (make sure = 1.00)

Project Cost of Capital 15.47

Equity Capital: EHV Model

• Currency risk: very low as the fluctuation range against the US dollar in the past five years has been moderate. The stability of the Chilean Peso has also been helped by a more than reputable Chilean Central Bank and its monetary policy dedicated to control inflation level

• Expropriation Risk: very low based on the high level of democracy reached in Chile, a direct expropriation or a diversion seem to be improbable to happen while a creeping type of expropriation could actually be implemented by the government though the use of fiscal leverage

Sensitivity of the Project to Wars and Strikes: very sensitive to a war or to a terrorist attack • Sensitivity of the Project to Wars and Strikes: very sensitive to a war or to a terrorist attack but with very low probability to happen

• Natural Disasters: the project is very sensitive to natural disasters

• Probability of Default: moderate as in mid-2007, Autopista Central’s credit rating was raised by Standard & Poor’s (from BBB- “stable” to BBB- “positive”) and Moody’s (from Baa3 to Baa2)

• US Equity Risk Premium: based on the Global CFO Outlook Survey published by Professors John Graham and Campbell Harvey of Duke University, in 2007 the Equity Risk Premium over the 10-Year US Treasury Bond was estimated to be 4.58%

Capital Structure

• Bonds: • 23-year, fixed-rate bonds were placed in both the local market as well as in

the US

• Local bonds: equivalent to USD 353 million (2003) were issued in an inflation

indexed currency (Unidades de Fomento ) the exchange rate of which was

published relative to the Peso (CLP) on a daily basis by the BCC. published relative to the Peso (CLP) on a daily basis by the BCC.

• Bonds placed in the US: USD 250 million

• Common Equity: CLP 58 billion (aprox. USD 87M)

• Subordinated Debt (2007): USD 125M

WACC: Damodaran World Modified CAPM

Damodaran Modified World CAPM WACC's Sensitivity To Changes in Project Beta

WACC (in Chilean Pesos) 6.74% 6.89% 7.03%

Cost of Equity 11.70% 12.18% 12.66%

Equity/ Invested Capital 20.8% 20.8% 20.8%

Cost of Debt 5.4% 5.5% 5.6%

Debt / Invested Capital 79.2% 79.2% 79.2%

a) Cost of Equity (in Chilean pesos) 11.70% 12.18% 12.66%

Project Beta 0.90 1.00 1.10

Cost of Equity (in US $) 11.132% 11.590% 12.048%

b) After Tax Cost of Debt (in Chilean Pesos) 5.44% 5.50% 5.56%

Income Tax 17.0% 17.0% 17.0%

Cost of Debt 6.558% 6.626% 6.694%

WACC: EHV Model

EHV WACC's Sensitivity To Changes in Project Beta

WACC (in Chilean Pesos) 7.79% 7.94% 8.08%

Cost of Equity 15.20% 15.68% 16.16%

Equity/ Invested Capital 20.8% 20.8% 20.8%

Cost of Debt 5.9% 5.9% 6.0%

Debt / Invested Capital 79.2% 79.2% 79.2%

a) Cost of Equity (in Chilean pesos) 15.20% 15.68% 16.16%

Beta 0.90 1.00 1.10

Cost of Equity (in US $) 14.463% 14.921% 15.379%

b) After Tax Cost of Debt (in Chilean Pesos) 5.85% 5.91% 5.97%

Income Tax 17.0% 17.0% 17.0%

Cost of Debt 7.053% 7.121% 7.189%

Recommended Asking Price

• We believe that ACS should ask for the highest value obtained in the Damodaran

Modified World CAPM model or $685 million.

• We believe that Abertis and Santander should pay a control premium of 10 – 20%

given the macro economic conditions of the time and the strategic value that the

Autopista Central asset means for each prospective buyer.

• By applying the 20% control premium to the highest range of the EHV based

valuation of $556 million, we obtain a value of $667 million.

• This value is within range that ACS will be pressing to use under the more

favorable discount rate that using the Damodaran Modified World CAPM provides

them.

What Happened?

• In December 2007 ACS agreed to sell both its 48% stake in Autopista Central as

well as its 50% ownership in another Chilean toll road to a consortium owned

57.7% by Abertis and 42.3% by Santander .

• As part of the deal Abertis took over operational control of the day to day activities

of Autopista Central.

• In total, Abertis and Santander paid $1.08 billion for the 50% stake in Autopista

Central (48% stake from ACS and 2% stake from minority shareholder) and the 50%

stake that ACS controlled in the additional toll road.

What Happened?

• We estimate that the ACS’ 48% stake in Autopista Central was valued at just over

$620 million.

• This value is within range that ACS will be pressing to use under the more

favorable discount rate that using the Damodaran Modified World CAPM provides

them.

Autopista Central

Q & A

Session