Petrozuata Case Study Project Finance Structure

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Case | HBS Case Collection | December 2017 (Revised March 2018)

Bega Cheese: Bidding to Bring Vegemite Back Home

Benjamin C. Esty and Lauren G. Pickle

In January 2017, the leadership team of Bega Cheese—the Australian dairy company—was considering a bid for Mondelēz International’s Australia and New Zealand (ANZ) grocery business, which included several leading consumer brands such as Vegemite, the iconic Australian spread. The team must decide whether to bid for the division and, if so, how much to offer and how to finance the all-cash bid. Making these decisions was difficult because this would be Bega’s largest acquisition ever and it would extend the firm outside of its core dairy business. In addition to the valuation and financing issues, the leadership team must decide whether shifting from the firm's current B2B business model (manufacturing and processing dairy products) to a more B2C business model (a producer of branded consumer foods) made sense strategically.

Keywords: Mergers & Acquisitions; valuation; value drivers; value creation; discounted cash flow (DCF); dairy industry; corporate scope; diversification; consumer goods; iconic brands; Australia; corporate finance; capital structure; bidding strategy; cross border; financing; Mergers and Acquisitions; Valuation; Value Creation; Business Divisions; Capital Structure; Food; Bids and Bidding; Consumer Products Industry; Food and Beverage Industry; Australia; United States;

Abstract

Companies are increasingly using project finance to fund large-scale capital expenditures. In fact, private companies invested $96 billion in project finance deals in 1998, down from $119 billion in 1997 largely due to the Asian crisis, but up more than threefold since 1994.

The decision to use project finance involves an explicit choice of organizational form as well as financial structure. With project finance, sponsoring firms create legally distinct entities to develop, manage, and finance the project. These entities borrow on a limited or non-recourse basis, which means that loan repayment depends on the project's cash flows rather than on the assets or general credit of the sponsoring organizations. Despite the non-recourse nature of project borrowing, projects are highly leveraged entities, with debt to total capitalization ratios averaging 60–70%.

Petrozuata, a $2.4 billion oil field development project in Venezuela, is a recent example of the effective use of project finance for several reasons. First, the analysis shows a typical setting where project finance is likely to create value, that of a large-scale investment in Greenfield assets (in this case, wells, pipelines, and upgrader) that can function as a stand-alone economic entity and support a high leverage ratio. Given the nature of this investment, one can think of project finance as venture capital for fixed assets, except that the investments are 100 to 1000 times larger and financed primarily with debt rather than equity.

Besides highlighting the types of assets appropriate for project finance, this article illustrates the sizeable transactions costs associated with structuring a deal as well as the full range of benefits accruing to project sponsors. The structure allows sponsors to capture tax benefits not otherwise available, reduces information costs for creditors and other investors, and lowers the overall cost of financial distress. The combination of high leverage, concentrated equity ownership, and direct control in project finance also addresses a wide range of incentive problems that destroy value in diversified companies.

Analysis of the explicit contractual terms of the deal reveals a careful allocation of project risks in an attempt to elicit optimal behavior by each of the participants. As illustrated in the Petrozuata case, limiting completion and operating risks are important undertakings. But project finance is most valuable as an instrument for managing sovereign risks. Indeed, the ability of project finance to limit sovereign risk is the one feature that cannot be replicated under conventional corporate financing schemes.

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