ressed and delivered (including such client’s · 11.11.2016 · this presentation was prepared...
TRANSCRIPT
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
DU
ST
RY
F
OR
UM
IN
D
UB
AI
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
DU
ST
RY
F
OR
UM
IN
D
UB
AI
LTM share price performance (rebased to 100)
Source: FactSet as of November 11, 2016
1
…but volatility seems pretty low, despite everything that’s going onIN
DU
ST
RY
F
OR
UM
IN
D
UB
AI
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
Resigned to a world of slowing growth accentuated by currency
depreciations against the US$...IN
DU
ST
RY
F
OR
UM
IN
D
UB
AI
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
…and low/negative interest rates…IN
DU
ST
RY
F
OR
UM
IN
D
UB
AI
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
…which defied expectations to rise for 7 yearsIN
DU
ST
RY
F
OR
UM
IN
D
UB
AI
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
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: $3.70/mmBtu
IN
DU
ST
RY
F
OR
UM
IN
D
UB
AI
6
16%15%
16%
19%20%
20%19%
3.0%
4.0% 3.9% 4.0%4.3%
1.8%1.5%
Chemical companies managed to maintain good margins in a declining
price environmentIN
DU
ST
RY
F
OR
UM
IN
D
UB
AI
Source: FactSet, Bloomberg as of October, 2016, equity research
Global Chemicals cost savings (as % of EBITDA)
7
EBITDA margin
(6)%
(3)%
0%
3%
6%
FY12 FY13 FY14 FY15 FY16E
Volume Price
European Chemicals volume and price development
Cost savings
FY12 FY 13 FY 14 FY17EFY15 FY16E FY18E
However, profitability and earnings growth were lower across the chemical
sectorIN
DU
ST
RY
F
OR
UM
IN
D
UB
AI
Source: Bloomberg, FactSet as of November 15, 2016
2017E EBITDA forecast evolution (rebased to 100)
94
96
98
100
102
104
Nov-15 Feb-16 May-16 Aug-16 Nov-16
Diversified Chemicals
Specialty Chemicals
Petrochemicals & Intermediates
(2.3%)
(2.5%)
1.2%
+13.8%
+9.3%
+5.9%
+8.0%
+2.4%
+5.5%
DiversifiedChemicals
SpecialtyChemicals
Petrochemicals &Intermediates
Forecast 2016E EPS growth (as of Nov 2015)
Current 2016E EPS growth
2016E EPS growth forecast vs current
8
Future capex programmes reduced, resulting in expectations of higher
free cash flow going forwardIN
DU
ST
RY
F
OR
UM
IN
D
UB
AI
Source: Bloomberg, equity research, Factset as of November 15, 20161 Calculated as (Supply growth – demand growth) * previous year’s base
Global Chemicals capacity growth (y-o-y)1
0%
2%
4%
6%
8%
2010 2012 2014 2016 2018 2020
3
27
32 33
2006 2011 2016E 2017E
FCF of chemical companies ($bn)2
9
Which is impacting capital allocation plansIN
DU
ST
RY
F
OR
UM
IN
D
UB
AI
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
Companies aim to move further downstream to improve profitability and reduce earnings volatility
IN
DU
ST
RY
F
OR
UM
IN
D
UB
AI
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
And is reflected in equity markets rewarding more growth oriented
(downstream) companies with a capital light modelIN
DU
ST
RY
F
OR
UM
IN
D
UB
AI
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
…driving M&A volume and specialty chemicals transaction multiplesIN
DU
ST
RY
F
OR
UM
IN
D
UB
AI
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
$170
200
4
200
5
200
6
200
7
200
8
200
9
201
0
201
1
201
2
201
3
201
4
201
5
201
6# of deals1
25 27 32 42 18 14 33 24 24 26 39 33 22
13
Activists playing an increasing role in reshuffling business portfolios
through spin-offs and disposals…
Source: HFR Global as of Q3 20161 On announcement date
Parent SpinCo
Share price
relative to S&P
5001 Activist?
+1.6%
+5.7%
+0.9%
+3.9%
+11.2%
+0.5%
+3.9%
N/A
Chlorine
products /
Agriculture
Material Science
Specialty Products
1
2
3
Spin considerationsAssets under management in activist funds ($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
IN
DU
ST
RY
F
OR
UM
IN
D
UB
AI
14
…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
IN
DU
ST
RY
F
OR
UM
IN
D
UB
AI
15
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%
IN
DU
ST
RY
F
OR
UM
IN
D
UB
AI
16
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
IN
DU
ST
RY
F
OR
UM
IN
D
UB
AI
17