Elliott Advisors (UK) Limited (Elliott), which advises funds that collectively are shareholders with a total economic interest equal to 2.9% of common stock of EDP – Energias de Portugal, S.A. (EDP or the Company), today released a letter to the Companys Boards as well as a presentation outlining its strong belief in the significant value creation opportunity at EDP.
Elliott has devoted considerable time and resources into better understanding the challenges and opportunities facing EDP. As a result of this extensive research, Elliott is of the firm view that EDP possesses a collection of high quality yet undervalued assets, with substantial unrealised potential. The greatest source of uncertainty facing the Company today is the offer put forward by China Three Gorges (Europe) S.A. (CTG) on 11th May 2018 to take control of EDP. Elliott respects CTG and its important role as EDPs largest shareholder. However, Elliott does not consider CTGs bid in its current form to be in the best interest of EDPs stakeholders and believes the existence of CTGs bid is hindering EDPs performance. In Elliotts view, CTGs bid, if consummated, will leave the Company weaker, more volatile, and with a less attractive portfolio and diminished growth opportunities.
Notwithstanding the current impasse, Elliott believes there is an alternative, more promising pathway. This fresh approach would empower EDP, transforming its existing portfolio into that of an ideal utility focused on core areas of technological expertise, with lower leverage and an increased capacity to invest in growth. A realistic assessment of CTGs bid, which currently shows barely any signs of progress and faces considerable regulatory hurdles to completion, coupled with an objective assessment of this superior stand-alone pathway, can make way for a brighter future for EDP; a future that commands a premium valuation, maximises potential and is in the best interest of all stakeholders.
Consistent with its commitment to constructive engagement, Elliott has sent a letter to the members of EDPs General and Supervisory Board and the Executive Board of Directors that concludes that an empowered EDP “ one that invests in growth and optimises its portfolio “ can achieve positive outcomes and deliver superior value for all stakeholders. Elliott invites all stakeholders to consider this alternative, superior pathway and to secure a brighter future for EDP.
Elliott has today launched a new website, www.Empower-EDP.com, where both the letter and a detailed presentation are available to view and download. Interested parties are encouraged to visit the website to receive additional information and to sign up for future updates.
The full text of the letter is provided below.
Elliott Management Corporation manages two multi-strategy funds which combined have approximately $34 billion of assets under management. Its flagship fund, Elliott Associates, L.P., was founded in 1977, making it one of the oldest funds of its kind under continuous management. The Elliott funds investors include pension plans, sovereign wealth funds, endowments, foundations, funds-of-funds, and employees of the firm. Elliott Advisors (UK) Limited is an affiliate of Elliott Management Corporation.
Luis Amado, Chairman of the General and Supervisory Board Energias de Portugal S.A. Avenida 24 de Julho Lisboa 1249-300 Portugal
Cc: Members of the General and Supervisory Board; Members of the Executive Board of Directors
14 February 2019
Dear Mr. Amado,
We are writing to you on behalf of funds (together, Elliott or we) that collectively are shareholders with a total economic interest equal to 2.9% of the common stock of EDP – Energias De Portugal, S.A. (EDP or the Company), making us one of your top ten investors and demonstrating our strong belief in the value opportunity at EDP.
Over the course of several months we have devoted considerable time and resources to better understanding the challenges and opportunities facing EDP. Our extensive research convinced us that EDP is an attractive company with substantial unrealised potential. We write today to communicate our firmly held views that (1) the status quo is suboptimal, and (2) immediate actions can be taken to empower EDP and create value for all stakeholders.
We have engaged in dialogue with a diverse set of EDP stakeholders. The prevailing view communicated to us, and one with which we agree, is that the greatest source of uncertainty facing the Company today is the Offer1 put forward by China Three Gorges Europe S.A. (CTG). We fully respect CTGs position as EDPs largest shareholder. In any scenario going forward, CTG will have an important role to play in charting EDPs future. However, it is clear to us and many of our fellow shareholders that CTGs Bid in its current form is not in the best interests of EDP stakeholders and would ultimately leave EDP weaker: more volatile, and comprised of a less attractive asset mix, and with fewer growth opportunities. The stalled Bid has had the practical effect of hindering EDPs progress, resulting in share price underperformance relative to industry peers.
We believe that the current impasse can be overcome. To this end, we hope that our suggestions “ shared with the widest set of market participants “ can generate the necessary momentum for EDP to chart a new pathway forward, and we thank you in advance for your consideration and engagement.
We have organised todays letter as follows:
I. EDP Today: A Unique Value Opportunity II. CTGs Bid: Hindering EDPs Growth III. A Promising Alternative Pathway: Invest and Optimise IV. Next Steps
I. EDP Today: A Unique Value Opportunity
EDP possesses a collection of high quality yet undervalued assets. The Company generates, distributes and supplies electricity powered by wind, solar, hydro, gas and other sources of energy across the globe. EDP can boast one of the worlds largest renewables portfolios, offering an exciting degree of growth potential for years to come. At the same time, regulated and long-term contracted activity generates the vast majority of EDPs EBITDA, providing a healthy level of stability. This mix of stability and growth potential makes the Company an attractive investment.
While EDPs portfolio contains areas of great promise, taken together as one company, it lacks focus. The four main business units already operate as standalone entities with limited synergies. It is difficult for investors to value the portfolio fairly, as EDPs high-multiple businesses are diluted by lower-multiple divisions, resulting in a conglomerate discount.
EDP is also weighed down by excessive leverage. At 4.0x net debt/EBITDA2, EDP carries one of the highest leverage levels in the industry with associated high levels of interest costs. As a result of these capital constraints, EDPs ability to pursue growth opportunities has been considerably restricted, depriving the Company and its shareholders from accelerating investment in high return opportunities available in EDPs core markets.
We believe these challenges need to be addressed so that EDPs market valuation can fully reflect the intrinsic value of EDPs attractive asset portfolio. Today, EDP trades at a discount to all relevant benchmarks, including (1) average price target expected by research analysts, (2) average P/E multiples of both Iberian3 and broader European4 peers, as well as (3) the valuation range presented in EDPs Executive Management report in June 2018. This is clearly suboptimal.
We believe that these challenges are surmountable. With a new plan, communicated effectively to shareholders and stakeholders alike, EDP can transform its existing portfolio into that of an ideal utility, focused on core areas, with lower leverage, and an increased capacity to invest in growth.
II. CTGs Bid: Hindering EDPs Growth
The price of CTGs current bid is too low and significantly undervalues EDP.
CTG has been a shareholder of EDP for a number of years. It currently owns a 23% stake in the Company and has five representatives on EDPs General and Supervisory Board. CTG made a preliminary announcement for the launch of a tender offer for EDP on 11 May 2018 at a low price of ‚¬3.26 per share which significantly undervalues EDPs growth potential.
The Bid was met with immediate scepticism. The most obvious problem with the Bid is the unacceptable 4.8% premium5. As detailed by the EDP Executive Board in June 2018, typical premiums range from 27% to 40%. In contrast to the ‚¬3.26 per share Offer from CTG, a typical public market premium would result in a fair value ranging from ‚¬3.95 to ‚¬4.35 per share6. Moreover, based upon a valuation of the individual business units of EDP as separate entities, the Companys fair value would result in a share price of ‚¬4.41 per share7. Based upon precedent transaction multiples8, a fairer value would attract a bid closer to ‚¬4.66 per share.
Click the following link to view figure 1: EDP trades at a discount to intrinsic value; CTG’s bid takes advantage of this value gap: https://www.empower-edp.com/en/figure1
We agree with the conclusion of EDPs Executive Board in its detailed assessment: The price offered does not adequately reflect the value of EDP and the implied offer premium is low considering what is customary for European utilities where the offerors have acquired control.
Absent any increase in CTGs Offer, there is essentially no prospect for shareholder support for a Bid that fails to properly value their investment.
CTGs takeover Bid in its current form not only undervalues EDP, but would also force an unattractive break-up and the loss of EDPs most valuable assets, given the myriad of regulatory approvals required.
Beyond a fair and reasonable valuation of EDP, a successful transaction also requires clearing a number of regulatory hurdles. In its current form, fifteen different anti-trust, foreign investment, energy, and other regulatory bodies must actively approve the takeover. An additional condition precedent is an amendment to EDPs bylaws to lift an existing voting interest cap, and CTG would have to clarify how they plan to manage unbundling restrictions. EDPs Executive Board posed a number of questions to CTG last year, seeking clarity on the many impediments, as well as justification for a Bid that significantly undervalues the Company. To our knowledge the Company still awaits answers to those questions.
To date, sixteen of the seventeen major conditions precedent to clear the deal remain unresolved, with only one anti-trust approval received after nine months. The Bid is already one of the longest M&A processes the utilities sector has ever seen and has clearly stalled. Based upon utilities deals notified to the European Commission (EC) in the past five years9, the average deal takes 68 days between announcement and EC filing. Between announcement and closing, the average deal takes 162 days. With nearly every regulatory issue still unresolved, more than 278 days have elapsed since CTG announced its takeover Bid.
EDPs business includes one of the most attractive U.S. renewable energy platforms and North America represents 17% of EDPs EBITDA10. As such, for the Bid to succeed in its current form the approval of the Committee on Foreign Investment in the United States (CFIUS) would be necessary.
As Reuters reported in June 201811, EDPs crown jewels are the renewable assets in the U.S., which are owned in the portfolio of EDPR. CTG knows that they would not get approval from CFIUS to keep them should they own a majority stake in EDP.
While no clear steps have been taken to resolve these outstanding issues, one typical approach to avoiding regulatory roadblocks would be for CTG to divest key parts of the portfolio. Specifically, to work around CFIUS, EDP would likely need to divest its U.S. renewables portfolio. Similar regulatory challenges related to unbundling would likely require divestments of all of EDPs Portuguese generation portfolio.
Any decision around changing the portfolio should be driven by what would maximise value to EDPs shareholders and stakeholders. In our view, if CTGs Bid were to proceed, major divestments would be made as a reactive response to regulators demands in an attempt to navigate the transactions regulatory maze, rather than as the result of a proactive, thoughtful, Company-led plan designed to maximise shareholder value.
Such U.S. and Iberian divestments would leave EDP weaker.
Click the following link to view figure 2: CTG’s bid would force an unattractive break-up and the loss of EDPs most valuable assets: https://www.empower-edp.com/en/figure2
In short, it is clear to us that CTGs bid is not in the best interest of EDPs stakeholders. The price is too low, the process is stalled, and the likely changes required by CTGs bid would be driven by regulatory conditions, rather than the best interests of all stakeholders. At this point, the continued existence of a bid that is assumed impossible to conclude successfully in its current form is hindering EDPs growth. We believe that EDP must move beyond this bid quickly, and that the process of charting a new course is long overdue.
III. A Promising Alternative Pathway: Invest and Optimise
The status quo prolongs a sustained value gap. CTGs Bid reinforces that value gap, leaving EDP weaker, more volatile, with a less attractive asset mix and fewer growth opportunities. We believe EDP must chart an alternative pathway.
An empowered EDP should prioritise two key pillars for sustainable growth: optimise the portfolio to re-focus on EDPs core and reduce excessive leverage; and invest in growth in core renewables opportunities at attractive rates of return.
This new EDP would be more focused, committed to growth and less levered. EDP could offer an industryleading asset mix, attractive financial metrics, and a clear and compelling growth story “ all of which would likely drive rerating and deliver significant upside for all stakeholders.
Indiscriminate divestments, as CTGs Bid would likely require, could put jobs at risk. So too would clinging to an underperforming status quo. An approach that prioritises investment and growth offers the most encouraging prospects for EDPs workforce.
1. EDP should rebalance its capital allocation and invest in growth in its core businesses
Invest in Renewables
- Historic shareholder returns demonstrate that investment in renewables has been very profitable for EDP, with 92% total shareholder returns over the last five years for EDP Renovaveis compared with 50% total shareholder returns for EDP as a whole12. Furthermore, with the renewables market expected to grow between 11% – 15% p.a. in 2019/2013, EDP needs to be focusing its attention and investment on this core area.
- Historically a lack of sufficient capital has constrained Companys ability to fully leverage opportunities in its renewables portfolio. In 2009, EDP set the target of reaching 10.5GW in renewable capacity by 2012, but only reached that target in 2017.
- With increased financial flexibility and focused resource dedication, EDP should be able to substantially increase renewable capacity to cement its market position. Elliotts view is that the Company should be adding c. 2 GW of capacity on an annual basis. This target is achievable, for example by tapping into c. 3 GW of existing pipeline in North America that is currently in the pre-development stage.
Reduce debt and lower the cost of debt
- Deleveraging will result in more favourable ratings metrics. As noted by Moodys Credit Opinion, The rating could be upgraded in the event that improving conditions were to be reflected in more rapid and extensive deleveraging than currently contemplated, such as would be reflected in RCF/net debt in the mid-teens and FFO/net debt of around 20% on a sustainable basis14. Elliott believes New EDP will be within the upgrade threshold.
- Deleveraging and potentially a rating upgrade will in turn enable the Company to lower its interest expense burden. EDPs cost of debt would also benefit from the sale of EDP Brasil, which currently incurs average cost of debt of 11.1% vs. 4.1% for EDP as a whole.
Reinvest in EDP
- The influx of capital that would result from prudent divestments would provide the opportunity to not only strengthen investments in core areas of growth, but also to consider other means of value-maximising capital allocation.
- Another option for consideration is a share buyback programme in which EDP reinvests in itself, especially in light of todays valuation gap, our confidence in the Companys future growth prospects as well as Executive Board confidence that EDPs value is in excess of CTGs bid price.
2. EDP must optimise its portfolio to reduce excessive debt and re-focus on core businesses
Sell EDP Brasil stake
- Today, EDP Brasil lags behind competitors in terms of capital expenditure and ranks 7th in private energy generation and 9th in distribution15. Given the growth potential of the Brazilian market, Elliott believes EDP Brasil is an attractive business which would benefit from a new committed owner willing to make the necessary capital investment. EDPs stake in EDP Brasil could be sold at a significant premium to current trading value in line with recent Brazilian utility transactions given the considerable demand for this type of platform.
- In addition, the ownership of EDP Brasil exposes EDP to the volatility of the Brazilian Real as well as a higher weighted average cost of capital, which is reflected in the Companys lower trading multiple.
- Releasing trapped value in EDP Brasil would allow EDP to crystallise significant capital gains, making further capital available for attractive investment opportunities elsewhere.
Sell a 49% Stake in EDPs Iberian Electricity Distribution
- EDP should take advantage of significant demand from infrastructure investors who value network assets at a substantial premium to public markets and sell a 49% stake in its Iberian electricity distribution.
- Iberian Networks is a regulated asset with long-duration cash flows and one of a limited number of remaining opportunities for financial investors to deploy capital in this space. Given the recent upgrade of Portugals rating, EDPs Iberian Networks business will be attractive to a large number of buyers.
- Brokers value the Iberian Networks at between 7-10x LTM EBITDA16. Elliott believes that selling a minority stake in the business can crystallise a materially higher valuation from yield-seeking infrastructure investors.
- When Naturgy recently sold a 20% stake sale in Spanish gas distribution to CPPIB and Allianz, the company realised an additional 40% (or ‚¬4bn) value uplift17 compared with the public market valuation at the time. We are confident EDP is well positioned to take advantage of a similar value-creation opportunity.
Sell legacy Iberian thermal assets
- EDP should focus on investing in its core franchise, namely the Companys position as a worldwide renewables market leader, and one of the greenest power generators in Europe. EDP should therefore sell Iberian thermal assets to concentrate on a more focused and cohesive asset mix, while also raising significant capital to invest in higher return renewables projects.
- A sale of EDPs portfolio of Iberian thermal power generation is consistent with EDP managements strategy, and can be achieved at an attractive value of at least ‚¬1.7bn based on precedent comparable transactions18.
- The sale of these legacy assets would also mean the Company could close the valuation gap between the current market-implied value of the thermal portfolio and its M&A value, while still remaining the leading power producer in Portugal.
IV. Next Steps
EDP faces three different pathways forward: the status quo, CTGs Bid, or as New EDP “ the Invest and Optimise Plan.
Click the following link to view figure 3: EDP’s contrasting futures: https://www.empower-edp.com/en/figure3
In Elliotts view, the optimal pathway forward is clear. An empowered EDP “ one that invests in growth and optimises its portfolio “ can achieve positive outcomes for all stakeholders. The key steps ahead would involve the following:
1. Realistically assess CTGs bid
CTGs current Offer shows no signs of progress and lacks any chance of success in the absence of the following:
- Strong commitment to resolve regulatory and anti-trust issues (e.g. CFIUS);
- Clarity on CTGs intentions with regards to resolving the unbundling issues;
- Satisfactory detail on the strategic plan for EDP and assets CTG intends to contribute; and
- A revised offer price reflecting EDPs fair value.
2. Invite all stakeholders to take a fresh approach
After grappling honestly with CTGs bid, EDP has a unique window of opportunity to think anew about future pathways. Decisive actions will be needed to move beyond the current impasse, including the formal withdrawal of the existing bid. All stakeholders stand to benefit from fresh exploration of how aligned interests can be addressed. With constructive deliberation, EDP can break the current impasse and move beyond the status quo.
3. Implement the Invest and Optimise Plan
EDP should put forward an ambitious plan to invest and optimise its portfolio, which would ideally include:
- Investment in EDPs current pipeline and key areas of growth (e.g. renewables);
- Portfolio optimisation through realising the full value of selected assets; and
- Balance sheet optimisation with reduced levels of debt and enhanced shareholder returns.
We believe that these steps can be achieved in a constructive, collaborative manner. This pathway forward allows for a brighter future in which EDP can become an ˜ideal utility that commands a premium valuation, maximises its potential and is in the best interests of shareholders and stakeholders.
We look forward to engaging with you and all stakeholders to take advantage of EDPs unique opportunities ahead.
Elliott Advisors (UK) Limited
|1||Preliminary Announcement for the Launch of a General and Voluntary Tender Offer for the Acquisition of Shares representing the Share Capital of EDP “ Energias de Portugal, S.A. (11 May 2018) (the Offer, Bid).|
|2||Net debt as per EDPs 9M 2018 reporting; Bloomberg consensus 2019E EBITDA.|
|3||Iberian peers include: Endesa, Iberdrola, Naturgy.|
|4||European peers include: Engie, Endesa, Iberdrola, Enel, Naturgy, E.ON, Innogy (pre-transaction) and Orsted.|
|5||Premium over share price at close of 11 May 2018, the day of the announcement (made after market closed).|
|6||Based on 27% to 40% premium to closing EDP share price of ‚¬3.11 per share at 11 May 2018.|
|7||Precedent transaction based on sum of the parts valuation derived from Report of the Executive Board of Directors EDP “ Energias de Portugal, S.A. (8 June 2018) and EV to equity bridge as per EDP 9M 2018 financials.|
|8||Precedent EU transaction multiples based on Report of the Executive Board of Directors EDP “ Energias de Portugal, S.A. (8 June 2018) and EV to equity bridge as of EDP 9M 2018 financials.|
|9||Based on utilities deals notified to the EC in the last 5 years, including those with the following NACE codes: (i) D.35.1 “ Electric power generation, transmission and distribution; (ii) D.35.2 “ Manufacture of gas, distribution of gaseous fuels through mains; (iii) E.36 “ Water collection, treatment and supply; and (iv) E.37 “ Sewerage.|
|10||Consolidated LTM EBITDA (excluding Other & Adjustments) as of 9M 2018 report.|
|11||China Three Gorges sounds out interest in EDPs U.S. assets: sources, Reuters (26 June 2018).|
|12||Bloomberg as of 8 February 2019.|
|13||Bloomberg New Energy Finance. Based on EMEA and Americas onshore & offshore wind and utility PV.|
|14||Moodys Credit Opinion (7 August 2018).|
|15||Ranking excludes state-owned companies and Eletrobras.|
|16||EV/EBITDA LTM EBITDA multiples from: Goldman Sachs (8 Jan 2019), RBC (26 Nov 2018), Macquarie (19 Oct 2018), JP Morgan (14 May 2018), UBS (15 Aug 2018), Credit Suisse (28 Jan 2019), HSBC (15 May 2018), Morgan Stanley (2 Mar 2018).|
|17||Gas Natural Fenosa 9M 2017 results presentation.|
|18||Based on average precedent transactions EV / EBITDA multiple of 8.5x and assumed ‚¬0.2bn LTM EBITDA for EDPs thermal power generation.|
Elliott Advisors (UK) Limited
+44 (0) 20 3009 1475
António Cunha Vaz
+351 210 120 600
+351 917 596 958