the case of petrozuata

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    Petrozuatas Use of Debt Financing

    International Financial Management

    Ricky Chen

    Anna PakmanJames TobinJanie Wang

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    Agenda

    Timeline

    Introduction to international debt and debt ratings

    Description of the PDVSA and Conoco joint venture

    Petrozuatas debt rating Debt financing: 144A Bonds

    Project financing: advantages and disadvantages

    Three types of project financing risks

    The aftermath: Duponts sale of Conoco and state ofPetrozuata today

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    Timeline

    1976 1997 1998 1999

    Venezuelangovernmentnationalizes

    interests of oilcompaniesand formsPDVSA

    Petrozuata was

    formed

    Dupont soldConocoand first set

    of costoverruns

    Secondcostoverruns

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    The Case of Petrozuata

    PetroleraZuata

    ConocoIncorporated

    (USA)

    Petrleos deVenezuela(PDVSA)

    (50.1%

    Interest)

    (49.9%

    Interest)

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    The Partners - PDVSA

    Currently 4th largest oil company in theworld

    State-owned and formed through thenationalization of other companiesassets (Mobil, Exxon, etc)

    Despite government instabilities, PDVSAhas a strong track record

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    The Partners - Conoco

    Subsidiary of Dupont (USA)

    Has operations in over 200 countries

    Known for expertise in technology andextraction processes

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    The Joint Venture

    Petrozuata was formed in 1997 byPDVSA and Conoco

    Three key components Production of heavy oil from a new field in

    Venezuelas interior

    Transportation of the oil to coast via pipeline

    Transportation of oil to refineries along theUS Gulf Coast

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    The Joint Venture (contd)

    Estimated $2.425 billion in costs

    Conoco (50.1%) and PDVSA (49.9%)

    together invest $975 million Remainder $1.450 billion to be financed

    through debt

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    Why International Debt?

    In liquid markets, greater availability ofcapital

    Diversification effects similar to that ofdiversifying portfolios

    But there are risks -

    Illiquid markets Foreign Exchange Risk

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    Debt Ratings

    An evaluation of the possibility of defaultby a bond issuer

    It is based on an analysis of the issuer'sfinancial condition and profit potential

    Main providers: S&P, Moodys, Fitch

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    Debt Ratings (contd)

    AAA highestpossible rating

    D Default

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    Petrozuatas debt rating

    Conoco was rated single A

    PDVSA was rated single B

    Junk Bond (it is state-owned company) Its target is to get a BBB rating

    How?

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    Crude Oil Price

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    Petrozuatas debt rating (Contd)

    Conoco guaranteed to buy all the output thatPetrozuata would produce for the next 35 yrs (priced in$)

    All costs (ie: water, electricity and gas) are also under

    long-term contracts, except labor (but it onlyrepresented a small fraction of total cost)

    Conoco & PDVSA guaranteed to pay projectexpenses, including any unexpected cost overruns

    The project passed six completion tests (to make surethat the project can produce syncrude at pre-determined quantities and qualities)

    stable revenue + stable cost + no extra costs BBB

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    Debt Financing

    High leverage ratio (60%) Bank debt, the traditional source of debt and

    Rule 144A project bonds

    Sources of Funds in million %

    Commercial Bank Debt $450 18.6

    Rule 144A Project Bond $1,000 41.2

    Paid-in Capital (incl. shareholder loans) $445 18.4

    Operating Cash Flow $530 21.9

    Total $2,425 100%

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    What is Rule 144A bond

    Is a relatively new security gaining popularity

    Has greatly increased the liquidity of 144Abonds

    Can waive the time consuming SEC registrationprocess (implied it is less expensive to issueRule 144A bond compared to other types ofbonds)

    Can only be sold to professional investors(at least has $100 million in investible assets)

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    Project Financing

    Popular in emerging markets

    Often involves syndicates

    Project is separate from legal and financial

    responsibilities of investors Used for large investments that are long-term and

    singular (cannot be commingled)

    Cash-flow from third parties is predictable

    Projects and their lives are finite Petrozuata used project financing to pay down largedebts without the owners being accountable fordeficits

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    Three types of risk

    Precompletion risk

    No operations = no cash flow coming fromthe investment

    Postcompletion risk

    Occur when project is operating and effectthe cash flows

    Political risk

    Macroeconomic events in Venezuela

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    Why Project Finance?

    Project finance holds less risk for the partnersin the joint venture than simply financing itthemselves

    too expensive local governments offer loans to develop oil fields

    Protects the companies from bankruptcy risksbecause they have limited responsibility

    the project is regarded as legally independent

    equity returns are increased and the companies

    own debt capacity isnt used up.

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    Why not Project Finance?

    Project finance seems perfect as it allowsthe company to rid itself of responsibilityand increase equity returns

    However, it eliminates co-insurance anddiversification benefits within the companyso the free lunch is a myth.

    High legal costs associated with thesetup

    Difficult to exit syndications

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    Another example

    British Petroleum: North Sea and Trans-Atlantic Pipeline

    Constructed to move oil from the North Slope of

    Alaska to the northern most ice- free port- Valdez,Alaska

    Joint venture between BP, Standard Oil of Ohio,Atlantic Richfield, Exxon, Mobil Oil, Philips

    Petroleum, Union Oil and Amerada Hess Cost: $1 billiontoo much for any one firm to

    handle

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    Duponts sale of Conoco

    Dupont purchased Conoco in 1981 after highoil prices hurt profits during the 1970s

    Dupont decided to sell Conoco in 1998, shortly

    after the Petrozuata deal, when oil prices wereat their lowest levels in a decade

    The sale lowered Duponts debt

    Spinning off Conoco would help it be an

    industry leader, which was impossible underDupontconflicted with Duponts strategicpositioning

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    The Aftermath

    Benchmark price of crude oil falls $5 perbarrel over 6 months

    Inflation in Venezuela causes interestrates to jump from 25% to 70%

    Cost overrun for Petrozuata isannounced

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    Were Investors Correct?

    Petrozuata encountered some of thetypes of risk mentioned earlier

    Cost of project increases by $553 million The costs ended up being covered by

    sponsors

    Petrozuata is able to produce largerquantities than expected

    Investors made the right choice

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    Where Are They Now

    Conoco has merged with PhilipsPetroleum and is the 3rd largestintegrated energy company

    PDVSA is starting to collect oil fromsome newly found sources despite aworker strike at the end of 2002

    Petrozuata is making new contracts andcontinues to run well they still have antheir B rating