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Page 1: ressed and delivered (including such client’s · 11.11.2016 · This presentation was prepared exclusively for the benefit and internal use of the J.P. Morgan client to whom it
Page 2: ressed and delivered (including such client’s · 11.11.2016 · This presentation was prepared exclusively for the benefit and internal use of the J.P. Morgan client to whom it

This presentation was prepared exclusively for the benefit and internal use of the J.P. Morgan client to whom it is directly addressed and delivered (including such client’s

subsidiaries, the “Company”) in order to assist the Company in evaluating, on a preliminary basis, the feasibility of a possible transaction or transactions and does not carry any

right of publication or disclosure, in whole or in part, to any other party. This presentation is for discussion purposes only and is incomplete without reference to, and should be

viewed solely in conjunction with, the oral briefing provided by J.P. Morgan. Neither this presentation nor any of its contents may be disclosed or used for any other purpose

without the prior written consent of J.P. Morgan.

The information in this presentation is based upon any management forecasts supplied to us and reflects prevailing conditions and our views as of this date, all of which are

accordingly subject to change. J.P. Morgan’s opinions and estimates constitute J.P. Morgan’s judgment and should be regarded as indicative, preliminary and for illustrative

purposes only. In preparing this presentation, we have relied upon and assumed, without independent verification, the accuracy and completeness of all information available

from public sources or which was provided to us by or on behalf of the Company or which was otherwise reviewed by us. In addition, our analyses are not and do not purport to

be appraisals of the assets, stock, or business of the Company or any other entity. J.P. Morgan makes no representations as to the actual value which may be received in

connection with a transaction nor the legal, tax or accounting effects of consummating a transaction. Unless expressly contemplated hereby, the information in this presentation

does not take into account the effects of a possible transaction or transactions involving an actual or potential change of control, which may have significant valuation and other

effects.

Notwithstanding anything herein to the contrary, the Company and each of its employees, representatives or other agents may disclose to any and all persons, without limitation

of any kind, the U.S. federal and state income tax treatment and the U.S. federal and state income tax structure of the transactions contemplated hereby and all materials of any

kind (including opinions or other tax analyses) that are provided to the Company relating to such tax treatment and tax structure insofar as such treatment and/or structure relates

to a U.S. federal or state income tax strategy provided to the Company by J.P. Morgan. J.P. Morgan's policies on data privacy can be found at

http://www.jpmorgan.com/pages/privacy.

J.P. Morgan’s policies prohibit employees from offering, directly or indirectly, a favorable research rating or specific price target, or offering to change a rating or price target, to a

subject company as consideration or inducement for the receipt of business or for compensation. J.P. Morgan also prohibits its research analysts from being compensated for

involvement in investment banking transactions except to the extent that such participation is intended to benefit investors.

IRS Circular 230 Disclosure: JPMorgan Chase & Co. and its affiliates do not provide tax advice. Accordingly, any discussion of U.S. tax matters included herein

(including any attachments) is not intended or written to be used, and cannot be used, in connection with the promotion, marketing or recommendation by anyone

not affiliated with JPMorgan Chase & Co. of any of the matters addressed herein or for the purpose of avoiding U.S. tax-related penalties.

J.P. Morgan is the marketing name for the Corporate and Investment Banking activities of JPMorgan Chase Bank, N.A., JPMS (member, NYSE), J.P. Morgan PLC authorized by

the Prudential Regulation Authority and regulated by the Financial Conduct Authority and the Prudential Regulation Authority and their investment banking affiliates.

This presentation does not constitute a commitment by any J.P. Morgan entity to underwrite, subscribe for or place any securities or to extend or arrange credit or to provide any

other services.

Copyright 2014 JPMorgan Chase & Co. All rights reserved.IN

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Page 3: ressed and delivered (including such client’s · 11.11.2016 · This presentation was prepared exclusively for the benefit and internal use of the J.P. Morgan client to whom it
Page 4: ressed and delivered (including such client’s · 11.11.2016 · This presentation was prepared exclusively for the benefit and internal use of the J.P. Morgan client to whom it

70

80

90

100

110

120

130

Nov-15 Jan-16 Mar-16 May-16 Jul-16 Sep-16 Nov-16

Diversified Chemicals Specialty Chemicals Petrochemicals & Intermediates S&P 500

Brexit U.S Elections

20.4%

18.1%

10.9%

7.8%

Strong share price performance in an unpredictable market environment…IN

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LTM share price performance (rebased to 100)

Source: FactSet as of November 11, 2016

1

Page 5: ressed and delivered (including such client’s · 11.11.2016 · This presentation was prepared exclusively for the benefit and internal use of the J.P. Morgan client to whom it

…but volatility seems pretty low, despite everything that’s going onIN

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Source: Bloomberg

Note: European volatility is defined by the V2X Index; U.S. volatility is defined by the VIX Index 1 Current market date as of 11/15/2016

1993

Today1

2008

2009

Average

31139 811993

Today1

2008

2009

Average

332112 88

Euro-zone U.S.

2015

Average

17

2015

Average

24

2

Page 6: ressed and delivered (including such client’s · 11.11.2016 · This presentation was prepared exclusively for the benefit and internal use of the J.P. Morgan client to whom it

Resigned to a world of slowing growth accentuated by currency

depreciations against the US$...IN

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Source: WB Global Economic Prospects June 2016

GDP growth rates 2007 vs 2017E

3.1%1.8%

14.2%

8.5%

6.1% 6.2%

1.6%2.2%

6.5%

1.4%

(0.2%)

3.5%

EuropeanUnion

UnitedStates

China Russia Brazil MiddleEast and

Africa

2007 2017E

USD vs EUR & CNY exchange rates

80%

85%

90%

95%

100%

105%

USD/CNY USD/EUR

(10.5%)

(14.0%)

3

Page 7: ressed and delivered (including such client’s · 11.11.2016 · This presentation was prepared exclusively for the benefit and internal use of the J.P. Morgan client to whom it

…and low/negative interest rates…IN

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Sovereign bond yields – Nov 2015

Source: Bloomberg, Factset

Sovereign bond yields – Nov 2016Sovereign bond yields – July 2015

Switzerland

Japan

Germany

Belgium

France

Czech

Republic

Spain

Italy

UK

US

Negative Positive1yr 2yr 3yr 5yr 7yr 10yr 15yr 30yr

Switzerland

Japan

Germany

Belgium

France

Czech

Republic

Spain

Italy

UK

US

Negative Positive1yr 2yr 3yr 5yr 7yr 10yr 15yr 30yr

Switzerland

Japan

Germany

Belgium

France

Czech

Republic

Spain

Italy

UK

US

Negative Positive1yr 2yr 3yr 5yr 7yr 10yr 15yr 30yr

4

Page 8: ressed and delivered (including such client’s · 11.11.2016 · This presentation was prepared exclusively for the benefit and internal use of the J.P. Morgan client to whom it

…which defied expectations to rise for 7 yearsIN

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0.0%

1.0%

2.0%

3.0%

4.0%

5.0%

6.0%

7.0%

- 1Q 2Q 3Q 4Q 1Q 2Q 3Q 4Q 1Q 2Q 3Q 4Q 1Q 2Q 3Q 4Q 1Q 2Q 3Q 4Q 1Q 2Q 3Q 4Q 1Q 2Q 3Q 4Q

10 yr U.S. Treasury rates – forecast vs. actual

2010 2011 2012 2013 20152014

High Median Low Actual

Source: Bloomberg, FactSet1 As of 11/15/2016

Current1: 2.35%1

5

2016

Page 9: ressed and delivered (including such client’s · 11.11.2016 · This presentation was prepared exclusively for the benefit and internal use of the J.P. Morgan client to whom it

1,300

Ethylene Production (mm tons)30 60 90 120

US

$/to

n

Middle

East

Ethane

NA

Ethane

Asia Naphtha/LPG

Europe

Naphtha/LPG

1,300

With oil price expected to remain low, flattening the global chemicals

cost curve

Source: FactSet, Bloomberg as of November 15, 2016; S&P, equity research

3-year forward Brent price vs. spot price

$25

$45

$65

$85

$105

$125

Jan-14 Jan-15 Jan-16 Jan-17 Jan-18

Brent spot price Bloomberg broker consensus

Dec-17 Dec-18

$50$52

$46

$54

Dec-16

2013 vs 2016 ethylene cost curve

$53$55

$58

Forward curve (current)

2016E

Brent oil: $45/bbl

US Natural Gas: $2.63/mmBtu

2013

Brent oil: $108/bbl

US Natural Gas: $3.70/mmBtu

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Page 10: ressed and delivered (including such client’s · 11.11.2016 · This presentation was prepared exclusively for the benefit and internal use of the J.P. Morgan client to whom it

16%15%

16%

19%20%

20%19%

3.0%

4.0% 3.9% 4.0%4.3%

1.8%1.5%

Chemical companies managed to maintain good margins in a declining

price environmentIN

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Source: FactSet, Bloomberg as of October, 2016, equity research

Global Chemicals cost savings (as % of EBITDA)

7

EBITDA margin

(6)%

(3)%

0%

3%

6%

FY12 FY13 FY14 FY15 FY16E

Volume Price

European Chemicals volume and price development

Cost savings

FY12 FY 13 FY 14 FY17EFY15 FY16E FY18E

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However, profitability and earnings growth were lower across the chemical

sectorIN

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Source: Bloomberg, FactSet as of November 15, 2016

2017E EBITDA forecast evolution (rebased to 100)

94

96

98

100

102

104

Nov-15 Feb-16 May-16 Aug-16 Nov-16

Diversified Chemicals

Specialty Chemicals

Petrochemicals & Intermediates

(2.3%)

(2.5%)

1.2%

+13.8%

+9.3%

+5.9%

+8.0%

+2.4%

+5.5%

DiversifiedChemicals

SpecialtyChemicals

Petrochemicals &Intermediates

Forecast 2016E EPS growth (as of Nov 2015)

Current 2016E EPS growth

2016E EPS growth forecast vs current

8

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Future capex programmes reduced, resulting in expectations of higher

free cash flow going forwardIN

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Source: Bloomberg, equity research, Factset as of November 15, 20161 Calculated as (Supply growth – demand growth) * previous year’s base

Global Chemicals capacity growth (y-o-y)1

0%

2%

4%

6%

8%

2010 2012 2014 2016 2018 2020

3

27

32 33

2006 2011 2016E 2017E

FCF of chemical companies ($bn)2

9

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Which is impacting capital allocation plansIN

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Capital allocation of $34tn over the past 5 years

Source: Equity research

Expectation going forward

Growth projects

Return to

shareholders

43%

10%

16%

Capex

R&D

M&A

20%

11%

Dividends

Buybacks

10

Page 14: ressed and delivered (including such client’s · 11.11.2016 · This presentation was prepared exclusively for the benefit and internal use of the J.P. Morgan client to whom it

Companies aim to move further downstream to improve profitability and reduce earnings volatility

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21.0%

16.1%

23.1%

10.0%

12.0%

14.0%

16.0%

18.0%

20.0%

22.0%

24.0%

Petrochemicals & Intermediates Diversified Chemicals Specialty Chemicals

2017E EBITDA margin1

Source: Bloomberg, FactSet as of November 15, 2016

Note: Median EBITDA margin value used for the indices

Max: 15.8%

Min: 13.4%

Max: 21.8%

Min: 19.3%

Max: 21.0%

Min: 14.3%

2010A-2016E EBITDA margin range

11

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And is reflected in equity markets rewarding more growth oriented

(downstream) companies with a capital light modelIN

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FV/NTM EBITDA evolution

Source: FactSet as of November 11, 2016

5.0x

6.0x

7.0x

8.0x

9.0x

10.0x

11.0x

12.0x

Nov-13 Aug-14 May-15 Feb-16 Nov-16

Diversified Chemicals

Specialty Chemicals

Commodities & Intermediates

7.2x 7.7x

11.3x

Petrochemicals &Intermediates

Diversifiedchemicals

Specialtychemicals

Current FV /

NTM EBITDA

Current vs 5-

year FV/NTM

EBITDA

average

0.6x

0.3x

1.6x

Petrochemicals &Intermediates

Diversifiedchemicals

Specialtychemicals

EU and NA chemicals FV/NTM EBITDA evolution

4.0x – 5.0x

12

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…driving M&A volume and specialty chemicals transaction multiplesIN

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Global Chemicals M&A volumes

4x

6x

8x

10x

12x

14x

16x

18x

20x

22x

24x

Jan-11 Jan-12 Dec-12 Dec-13 Dec-14 Dec-15 Dec-16

Tra

nsa

ctio

n m

ultip

le (

pre

-syn

erg

y)

Median

10.2x

12.7x

8.0x

15.8x

Source: DealLogic, MergerMarket, press releases, broker research

Specialty Chemicals (>16% EBITDA margin)

$35

$52 $61

$127

$49

$26

$46

$64

$35 $31

$59

$135

$170

200

4

200

5

200

6

200

7

200

8

200

9

201

0

201

1

201

2

201

3

201

4

201

5

201

6# of deals1

25 27 32 42 18 14 33 24 24 26 39 33 22

13

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Activists playing an increasing role in reshuffling business portfolios

through spin-offs and disposals…

Source: HFR Global as of Q3 20161 On announcement date

Parent SpinCo

Share price

relative to S&P

5001 Activist?

+1.6%

+5.7%

+0.9%

+3.9%

+11.2%

+0.5%

+3.9%

N/A

Chlorine

products /

Agriculture

Material Science

Specialty Products

1

2

3

Spin considerationsAssets under management in activist funds ($bn)

$9 $12

$19

$29

$48

$55

$32 $36

$47 $51

$66

$93

$119 $123

$116

'02 '03 '04 '05 '06 '07 '08 '09 '10 '11 '12 '13 '14 '15 '16YTD

22% CAGR

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Page 18: ressed and delivered (including such client’s · 11.11.2016 · This presentation was prepared exclusively for the benefit and internal use of the J.P. Morgan client to whom it

…Resulting in the pursuit of different investment strategies to drive

profit growth and returns

Key M&A drivers

Downstream/

Specialty

Chemicals

expansion

Industry

consolidation

Value creation

through re-rating

New technologies

High barriers to entry

Great customer intimacy

Scale

Synergies

Consolidation

Exit commodity type business

Focus on core

Portfolio re-organisation

Performance materials

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Page 19: ressed and delivered (including such client’s · 11.11.2016 · This presentation was prepared exclusively for the benefit and internal use of the J.P. Morgan client to whom it

Reflected in the trend for consolidation and downstream expansion at

higher multiples

Breakdown by deal size

Source: Dealogic, press releases, corporate filings

Note: Excludes withdrawn deals; Includes only deals above $300 million

Breakdown by buyer Breakdown by target

Breakdown by deal multiple

Deal size 2013 2014 2015 2016 Total %

$300–1,000 15 21 18 11 65 54%

$1,000–2,500 10 10 7 3 30 25%

>$2,500 1 8 8 8 25 21%

Total 26 39 33 22 120 100%

Deal size 2013 2014 2015 2016 Total %

<7x – 4 2 – 6 8%

7x–10x 4 8 9 3 24 32%

>10x 11 12 12 10 45 60%

Total 15 24 23 13 75 100%

Buyer 2013 2014 2015 2016 Total %

Sponsor 6 10 6 2 24 20%

Consolidation 10 16 9 11 46 38%

Extension 7 8 15 4 34 28%

New leg 1 2 3 1 7 6%

Emerging

markets2 3 – 4 9 8%

Total 26 39 33 22 120 100%

Seller 2013 2014 2015 2016 Total %

Sponsor exit 7 10 3 1 21 18%

Public 4 9 10 9 32 27%

Private/

family-owned1 8 6 9 24 20%

Corporate carve-out 14 12 14 3 43 36%

Total 26 39 33 22 120 100%

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Summary

Strong chemicals share price performance in 2016 despite macro uncertainties

Margin expansion through raw material tail winds and self-help measures coming to an end

Lower growth and increasing FCF leading to a shift in capital allocation away from capex

High M&A volume and multiples expected to persist with a focus on downstream expansion

and consolidation

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