INTERNATIONAL FINANCE CORPORATION A long term partner for global oil and gas Introduction to IFC IFC: A MEMBER OF THE WORLD BANK GROUP IBRD IDA IFC MIGA ICSID International Bank for Reconstructio n and Development International Development Association International Finance Corporation Multilateral Investment and Guarantee Agency International Centre for Settlement of Investment Disputes Loans to middleincome and credit-worthy low-income country governments Interest-free loans and grants to governments of poorest countries Solutions in private sector development Guarantees of foreign direct investment’s noncommercial risks 2 Conciliation and arbitration of investment disputes IFC: INTEGRATED SOLUTIONS FOR INCREASED IMPACT INVESTMENT ADVISORY Loans Firm-level advice Equity PPP transaction advice Trade finance Syndications Securitized finance Risk management Blended finance $51.7 bn portfolio (FY14) 3 In partnership w/World Bank, advice on broader market development and enabling environment for private sector 720 projects valued at $1.1 bn (FY14) IFC ASSET MANAGEMENT COMPANY Wholly owned subsidiary of IFC Private equity fund manager Invests third-party capital alongside IFC $6.4 bn under mgmt (FY14) IFC’S GLOBAL REACH 109 country and regional offices worldwide 4,015 staff (57% based outside Washington DC) ● Moscow ● Paris ● Washington ● Tbilisi ● Istanbul ● Cairo ● Mexico City ● Santo Domingo ● Almaty ● New Delhi ● Hong Kong ● Dakar ● Nairobi ● Sao Paulo ● Buenos Aires 4 ● Johannesburg ● IFC HQ / Hub Offices ● IFC Country Offices THE POWER OF PARTNERSHIPS 3,000 Employees in 86 Countries Host County Governments 900 Financial Institution Clients IFC’S GLOBAL NETWORK FOR SOLUTIONS 30+ IFIs/DFIs Sovereign Wealth Funds/ Institutional Investors 5 2,000 Private Sector Clients Civil Society 20+ Bilateral Donors/ 15+ Private Foundations IFC Added Value in Oil & Gas OVER 50 YEARS OF SECTOR EXPERTISE: 7 Greenfield projects Expansion projects Modernization projects Oil and gas corporate strategy Relationships with international stakeholders, including investors Technical advice and support OIL AND GAS EXPERTISE IFC HAS EXPERIENCE THROUGHOUT THE VALUE CHAIN UPSTREAM MIDSTREAM DOWNSTREAM EXPLORATION E&P OIL PIPELINE GAS PIPELINE LNG Paraguay Egypt, Algeria, Bulgaria Chad, Cameroon Nigeria Peru Turkey Peru President Energy Petroceltic ExxonMobil Seven Energy Peru LNG IZGAZ Calidda $24,000,000 $100,000,000 $200,000,000 $105,000,000 $300,000,000 $51,000,000 $50,000,000 Equity Investment Senior Loan Equity Investment Syndicated Project Financing Senior Term Loan Junior & Senior Term Loans Investor Mandated Lead Arranger Senior Loan & Syndication Investor (with AMC) Lender Lender Lender December 2013 April 2013 April 2014 June 2007 June 2009 March 2010 8 June 2001 GAS DISTRIBUTION LONG-TERM COMPETITIVE FINANCING ONE STOP SHOP FOR FULL RANGE OF FINANCING INSTRUMENTS › Private placement in listed equities › Traditional private equity › Asset level farm-ins EQUITY › Typically 5-20% shareholding › Not just financial investor, adding to shareholder value › Subordinated loans MEZZANINE / QUASI EQUITY SENIOR DEBT & EQUIVALENTS 9 › Income participating loans › Convertibles, preferred shares › Corporate loans - Reserve based lending, Straight corporate debt, Partial credit guarantees for bonds › Long-term project finance - Greenfield, Expansion › Mobilization of funds from other lenders and investors, through financings, syndications, underwritings and guarantees › Fixed and floating rates › Local currencies › Up to 20year maturity LONG-TERM COMPETITIVE FINANCING IFC ENGAGES ACROSS THE E&P CYCLE Exploration New Area Appraisal Development Mature Area Production & Maturity Aerial surveys 2D, 3D seismic 3D seismic Construction Water, gas injection Geochemical Nearby wells Additional wells Data consolidation Infill drilling 2D seismic Drilling Reserves Horizontal wells Drilling Resources Development plan Resources Wildcat well 10 Discovery well Commerciality First oil / gas Joint Venture “Farm-in” Corporate equity Mezzanine (QD) Reserve Based Loan Corporate equity Mezzanine (QE) Reserve Based Loan Senior Loan LONG-TERM COMPETITIVE FINANCING CAPITAL MOBILIZATION: IFC WORKS WITH CLIENTS TO FIND FINANCING SOLUTIONS BEYOND ITS OWN ACCOUNT IFC ASSET MANAGEMENT COMPANY IFC AFRICAN, LATIN AMERICAN & CARIBBEAN FUND IFC GLOBAL INFRASTRUCTURE FUND Co-invests with IFC in equity and equity-related investments across a range of sectors in Sub-Saharan Africa, Latin America, and the Caribbean Co-invests with IFC in equity-related investments in the infrastructure sector in emerging markets IFC‘S SYNDICATED LOANS & MANAGEMENT DEPARTMENT SYNDICATED LOANS MANAGEMENT MANAGED CO-LENDING PORTFOLIO PROGRAM Mobilizes funds through: (i) Syndicated "B" Loans, mainly through commercial banks, (ii)Coordinated and/or syndicated parallel loans, and (iii) A Loan Participations (ALPs) Allows institutional investors, which provide capital on a portfolio basis, to passively participate in IFC’s future loan portfolio. Through its State Administration for Foreign Exchange, the People’s Bank of China has committed $3 billion in the next 6 years OTHER FINANCING PARTNERS SOVERIGN WEALTH FUNDS / NATIONAL INVESTMENT COMPANIES 11 IFC works closely with Temasek, a national investment company in Singapore, and other investment funds globally to mobilize additional capital for our clients ADVISORY SERVICES IFC relies on 50+ years of experience of working in developing countries to develop practical, sustainable business solutions for our clients Local economic development Corporate governance Resource efficiency 12 • • • • • • Community investment strategies Measuring the impact of community spending Increasing participation of local businesses in supply chain Business skills training for local entrepreneurs Promoting female workforce Helping local governments manage revenues (e.g. royalties) for economic development • IFC works with the different governance priorities, including publicly listed companies, founder and family-owned firms, financial institutions, and newly privatized and stateowned enterprises • IFC Corporate Governance experts advise clients on (i) defining shareholder rights, (ii) creating a solid control environment, (iii) ensuring high levels of transparency and disclosure, and (iv) setting up an empowered board of directors • Energy efficiency analysis to reduce water, energy and raw materials use • Water risk/footprint assessment INTEGRATED FINANCING & SUSTAINABILITY EXPERTISE FINANCING ADVISORY SERVICES › Equity › Supplier development (linkages) › Quasi-equity › Community Development › Loans › Municipal Capacity Building › Capital markets access and mobilization › World-class environmental and social advice › Risk management › Resettlement & Indigenous Peoples › Political risk cover › Access to Community Development Funding IFC’s package deal brings together world-class talent, a global outlook and a social/environmental mandate to deliver sustainable business solutions; IFC’s team includes financial professionals, petroleum engineers and gas specialists, environmental specialists, development experts, and communications specialists 13 COUNTRY RISK MANAGEMENT CAPABILITIES World Bank synergies Strong government relations Withholding tax benefit Country Risk Mitigation Reduced risk of expropriation 14 Reduced risk of breach of contract, convertibility BEST PRACTICE TOOLS IN E&S RISK MANAGEMENT PERFORMANCE STANDARDS HELP TO IMPROVE THE BOTTOM LINE Ensure smooth and continuous operations Maximize local development benefits fosters good neighborly relations Raise project’s acceptance locally and with governments through good corporate citizenship Optimize resource management (water, energy, etc.) Create reliable and cost effective supply chains Attract top talent both locally and internationally Enhance company brand value to investors IFC’S IN-HOUSE ENVIRONMENTAL AND SOCIAL SPECIALISTS ASSIST CLIENTS WITH: 15 Pollution prevention Community development & consultation Cleaner production Cultural property Socioeconomic / workplace / labor issues Impact assessments Land acquisition / resettlement / compensation E&S management systems Health & safety Indigenous people HIV / AIDS Biodiversity Gender empowerment Select IFC Oil & Gas Investments KUWAIT ENERGY IFC’S TRUSTED BRAND ATTRACTS CAPITAL IN RISKY MARKETS Kuwait Energy is the largest privatelyowned E&P company in Kuwait with assets in Egypt, Yemen, Oman and Iraq In 2009, IFC provided Kuwait Energy (KEC) with an innovative Sharia compliant US$50 million financing package at a time when commercial banks had limited liquidity. The package consisted of a US$35 million reservebased loan and a US$15 million income participation loan. IFC also actively assisted KEC with corporate governance and environmental and social issues. IFC’s ability to deliver results led KEC to seek IFC’s further partnership. In 2010, KEC invited IFC to participate in a pre-IPO private placement as an anchor investor. KEC was expecting to raise US$50 million equity from IFC and an additional US$50 million from other investors. IFC’s participation was seen by potential new investors as key in demonstrating confidence in the company’s growth potential. In 2012, following the Arab Spring and with limited appetite from international commercial banks for Middle Eastern risk, IFC again provided the company a US$165 million reserve based loan alongside Deutsche Bank. 17 Selected Key Investment Risks: Commodity price risk: Following the sharp decline in oil prices in the second half of 2008, oil prices in 2009 experienced high volatility. Given that backdrop, uncertainty around the near-term behavior of oil prices led to investor discomfort, leading IFC to step in to fill the vacuum. Country and political risk: Due to the volatility of the political regimes in some countries in which KEC operates, there is risk that a change in government may result in losing licenses issued by previous governments or the enactment of other obstacles of doing business. This was highlighted during the Arab Spring events. IFC continued to fund the company during these times. Due to the risks above, among others, investors were relying on IFC participation to provide confidence and comfort in the company and the investment. Summary of IFC Engagement with KEC: Net Production 4,630 boepd 2008 – First engagement with IFC. IFC provides Corporate Governance advice 2009 – Following the global financial crisis, IFC provides KEC the first ever Shariah compliant RBL and income participation facility 2010 – IFC’s participation in equity round as anchor investor allows KEC to raise US$100 million in midst of Arab Spring 12,798 boepd 2012 – IFC and Deutsche Bank’s US$165 million RBL for KEC wins Project Finance’s Middle East Upstream Deal of the Year 15,018 boepd 2014 – IFC continues to provide corporate governance advice ahead of potential IPO 24,921 boepd First ever Shariah compliant RBL 9,364 boepd KOSMOS ENERGY AND THE JUBILEE OIL FIELD IFC STRUCTURES INNOVATIVE SOLUTIONS TO FIT CLIENT NEEDS Kosmos Group is privately held and owns growing oil and gas exploration companies focused on West Africa. Kosmos is the partner with the second largest share in the Jubilee project. In 2009, IFC provided Kosmos Energy with US$100 million loan as part of a US$750 million reserve-based lending facility. The proceeds of the RBL were used for the first phase of development of the Jubilee oil field, Ghana’s first oil production project. IFC took on an important leadership role in negotiating and structuring the transaction. IFC was essential in converting the financing into a multi-tranche (bridge / senior / junior stand-by / junior overrun) facility that closely met the needs of the borrower. Additionally, IFC made a key contribution to the investment, facilitating discussions with the Government of Ghana, allowing the company to obtain requisite consents to put the loan facility in place. When Kosmos took on a second RBL, IFC was happy to continue its support of the company and the Jubilee project by participating in the new US$2.0 billion facility. This second IFC investment, a US$100 million senior loan in 2011, supported an expansion of the Jubilee field as well as the development of new fields in Ghana. The Kosmos financing was awarded Deal of the Year 2009 by Project Finance Magazine and Project Finance International Magazine in the African Oil and gas category. IFC further supported the Jubilee project, investing in the partner with the largest share in the field: Tullow Oil. In 2009, Tullow raised a US$2.0 billion reserve-based lending facility to refinance outstanding commercial bank debt with the remaining proceeds going towards its portion of Phase 1 of the Jubilee project. IFC invested US$115 million in the facility. IFC invested an additional US$50 million in 2011 when Tullow increased its RBL to US$3.5 billion to fund continued capital expenditure needs. In 2012, Tullow refinanced its existing RBL facility, requesting IFC to refinance its US$165 million investment as both the company and the other investors valued IFC’s involvement. 18 GEOPARK LIMITED IFC FORMS LONG-TERM PARTNERSHIPS WITH ITS CLIENTS GeoPark is a growing Latin American oil and gas company with operations in Chile, Colombia, Brazil, Peru, and Argentina. February 2006: IFC invested US$10 million in early-stage equity (preIPO) in GeoPark Limited, a junior independent exploration and production company with limited production focused on development of marginal oil and gas reserves in Argentina and Chile. 2008: IFC helped facilitate a gas pre-sale financing agreement for US$40 million with Methanex, a methanol producer in Chile. Methanex was looking to pre-order stable gas off-take, which enabled GeoPark to accelerate its Fell Block debt. 2008-9: IFC participated in 3 additional equity rights issues, the proceeds of which helped GeoPark to further expand operations. 2011: IFC acquired 12.5% working interest in the GeoPark-operated unincorporated joint venture in the Otway exploration block in Chile (has since been divested). February 2014: GeoPark was listed on the New York Stock Exchange under ‘GPRK’. Although GeoPark has now achieved financial independence, the company continues to seek IFC’s advice on topics ranging from expansion into challenging markets to how to devise a environmental and social action plan for maximum development impact. 19 $338 Net Revenue (US$ million) By year-end 2006, GeoPark had established itself as the first private oil and gas operator in Chile. Production (thousand boepd) December 2006: IFC disbursed a US$20 million loan to GeoPark. This capital was used to expand operations. 2006: Operations in Chile and Argentina. IFC first invests. $6 $45 2006 2009 2013 13.5 6.3 1.4 2006 2P Reserves (mmboe) May 2006: GeoPark was listed on the AIM market of the London Stock Exchange. 2008-9: Additional IFC investments. Quadrupled production and increased acres under license 500% in 2 years, adding over 3 million acres in Chile, via 2 new blocks. 2014: Through a series of acquisitions, now has operations in Chile, Brazil, Colombia, Argentina, and most recently Peru. Revenues have grown at ~180% CAGR since initial investment. 2009 2013 61.6 29.2 2006 42.2 2009 2013 Delonex Energy Limited WITH ITS KNOWLEDGE AND RESOURCES, IFC SUPPORTS ITS CLIENTS AT EVERY CRITICAL JUNCTURE Delonex Energy Limited is an early-stage E&P company that seeks to build a portfolio of East and Central African oil and gas assets. The portfolio will be built up through acquisitions, farm-ins, and direct awards from host governments. In January 2013, IFC approved an equity investment of up to US$60 million in Delonex. IFC’s investment is part of a US$600 million equity line that will be disbursed as needed based on the company’s achievements. As a start-up company, Delonex has no producing assets, and as such, needed to offer a unique investment product to raise capital at favorable terms. IFC played a key role in structuring such a product. In addition to helping structure a tailor-made product, IFC provides additional added value to Delonex as well. Because Delonex is new E&P company in the frontier East and Central Africa region, IFC’s participation provides political risk mitigation comfort to the company to its investors. Delonex intends to enter countries including Ethiopia, South Sudan, Madagascar, Mozambique, Tanzania, Kenya, Uganda, and Chad. With IFC as its partner, Delonex is able to tap IFC’s knowledge of and experience in investing in these risky countries. Rift Basins: Permo-Triassic (PT) Cretaceous Tertiary African – Indian Passive Margin Basins 20 Additionally, a long-term partnership with IFC will provide support for Delonex’s future growth plans through additional equity and/or debt. Delonex views IFC as a key resource in its efforts to implement robust environmental and social standards and corporate governance policies in its operations. IFC Oil & Gas Track Record DIVERSIFIED COMMITTED $2.2 BILLION OIL & GAS PORTFOLIO 52 projects in over 30 countries (June 30, 2014) BY PRODUCT BY REGION SENIOR DEBT & EQUIVALENTS 69% EQUITY* 31% SOUTHERN & EASTERN EUROPE 10% WORLD 1% SUB-SAHARAN AFRICA 22% ASIA 17% LATIN AMERICA 35% 22 *Equity at market value MIDDLE EAST & NORTH AFRICA 15% SELECTED INVESTMENTS: LATIN AMERICA Colombia EXMAR LNG Colombia Paraguay Pacific Midstream President Energy Colombia Colombia Argentina Pacific Infrastructure PetroNova Medanito $240,000,000 $380,000,000 $24,000,000 $150,000,000 $30,000,000 $48,000,000 Syndicated Project Financing Equity Investment and AMC Mobilization Equity Investment Equity Investment Equity Investment Equity Investment Mandated Lead Arranger Lead Equity Investor Investor Investor (with AMC) Investor (with AMC) Investor (with AMC) Ongoing December 2014 December 2013 December 2013 September 2012 July 2011 Brazil Argentina Peru Peru Peru Argentina Peru LNG Pan American Energy Constellation Overseas 23 CAPSA BPZ Energy Maple Energy $103,000,000 $60,000,000 $75,900,000 $10,000,000 $300,000,000 $550,000,000 Equity Investment Corporate Facility Convertible Notes, ReserveBased Facility & Equity Equity Investment Syndicated Project Financing Syndicated Corporate Loan Investor Lender Investor & Lender Investor Lender Mandated Lead Arranger April 2010 December 2009 2006 - 2009 July 2007 June 2007 June 2007 SELECTED INVESTMENTS: AFRICA Nigeria Nigeria Gabon Africa Region Cote d’Ivoire Seven Energy Seven Energy VAALCO Delonex Energy Rialto Energy $50,000,000 $105,000,000 $65,000,000 $60,000,000 $20,000,000 High Yield Bond Equity Investment Reserve-Based Loan Facility Equity Investment Equity Investment Investor Investor (with AMC) Lender Investor Investor (with AMC) October 2014 April 2014 January 2014 November 2013 January 2012 Ghana Ghana Gabon Africa Region Mozambique Kosmos Energy Tullow Oil VAALCO Afren ENH Mozambique $100,000,000 $165,000,000 $40,000,000 $1,000,000 $18,500,000 Senior Loan Senior Loan Revolving Credit Facility Equity Investment Equity Investment Mandated Lead Arranger Mandated Lead Arranger Lender Investor Investor 2009, 2012 2009, 2011 January 2005 April 2005 February 2004 24 SELECTED INVESTMENTS: EUROPE / MENA 25 Turkey Egypt, Algeria, Bulgaria Albania Tunisia TransAtlantic Petroceltic Bankers Petroleum Candax Energy $80,000,000 $100,000,000 $67,000,000 $10,000,000 Reserve-Based Lending Senior Loan Senior Loan & Equity Equity Investment Mandated Lead Arranger Mandated Lead Arranger Investor & Lender Investor & Lender May 2014 April 2013 2009, 2012, 2013 January 2012 Kuwait Tunisia Egypt Kuwait Energy Topic Melrose Resources $165,000,000 $40,000,000 $1,000,000 Senior Loan Revolving Credit Facility Seed Equity Investment Investor Investor & Lender Investor 2009, 2011, 2012 October 2008 November 2006 SELECTED INVESTMENTS: ASIA 26 China Thailand & Indonesia India Thailand & Indonesia ENN Energy Salamander Energy Cairn Energy Salamander Farm-In $75,000,000 $117,500,000 $271,000,000 $25,000,000 Senior Loan Senior Revolving Credit Facility & Junior Term Loan Credit Facility & Equity Investment Equity Investment Mandated Lead Arranger Lender Mandated Lead Arranger & Investor Investor 2013 2008, 2009, 2011 2007, 2009 January 2009 India Vietnam Punj Upstream SOCO $30,000,000 $45,000,000 Debt / Equity Financing Credit Facility Investor & Lender Lender September 2008 September 2005 SELECTED INVESTMENTS: GAS / LNG China Dom. Republic Peru Turkey India ENN Energy Linea Clave Calidda IZGAZ GSPC Gas $75,000,000 $5,000,000 $50,000,000 $51,000,000 $15,000,000 Senior Loan Junior Term Loan Junior & Senior Term Loans Senior Term Loan Equity Investment Mandated Lead Arranger Lender Lender Lender Investor 2013 January 2010 March 2010 June 2009 September 2008 India Peru India Romania Colombia GSPL Peru LNG Petronet LNG DistrigazSud Promigas $89,000,000 $300,000,000 $150,000,000 €49,000,000 $50,000,000 Equity Investment & Term Loan Syndicated Project Financing Syndicated Corporate Loan Equity Investment Credit Facility 27 Investor & Lender Lender Lender Investor Lender October 2007 January 2007 April 2007 February 2006 December 2005 IFC OIL & GAS: GLOBAL COVERAGE GLOBAL OIL & GAS Lance Crist Global Head Washington, DC +1 202 473 0773 lcrist@ifc.org Olivier Mussat Chief Investment Officer Washington, DC +1 202 458 0244 omussat@ifc.org Haran Sivam Principal Investment Officer Washington, DC +1 202 473 4591 hsivam@ifc.org Jorge Bongiovanni Principal Engineer Washington, DC +1 202 458 1796 kolsen@ifc.org Didier Savary Principal Engineer London, UK +1 202 580 8410 dsavary@ifc.org Ignacio de Calonje Principal Investment Officer London, UK +44 207 542 8400 idecalonje@ifc.org Karsten Fuelster Principal Investment Officer Istanbul, Turkey +90 212 385 2550 kfuelster@ifc.org Senior Investment Officer Lima, Peru +51 1611 2568 amalpartida@ifc.org Principal Investment Officer Washington, DC +1 202 473 3679 msheng@ifc.org EUROPE / MENA / AFRICA LATIN AMERICA Aldo Malpartida ASIA Michael Sheng 28