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Infrastructure
M&A: Journey
to the non-core
How non-core infrastructure investing
has grown in a new world of increased
competition and lower returns in the
European infrastructure marketplace
II White & Case
Contents
How the European infrastructure
M&A market is changing
Page 3
The shift to non-core
infrastructure—who’s
investing where?
Page 7
Six steps to non-core
infrastructure success
Page 12
Methodology
For this report, InfraDeals analysed European M&A transactions
that reached financial close in the infrastructure sector between
the years 2010 and 2016. InfraDeals is concerned solely with
infrastructure transactions that have been financed with private
sector equity investment. For the purpose of this report,
M&A transactions were categorised as the sale of equity in
operational assets across the transport, power, environment
and telecommunications sectors in Europe.
These sectors are defined as:
…… Transport: airports, roads, rail, ports, bridges, tunnels, light rail
and car parks
…… Power: project-financed energy generation, oil and gas
storage, plus energy transmission and distribution
…… Environment: waste, wastewater and water treatment
facilities transmission
…… Social infrastructure: healthcare, education, prisons, defence,
social accommodation, street lighting, leisure
…… Telecommunications: fixed line, wireless
InfraDeals categorised these transactions as either core
infrastructure investments or non-core infrastructure investments
(see Glossary, page 5).
1Infrastructure M&A: Journey to the non-core
Institutional investors are increasing their investments in
core infrastructure and aggressively competing with funds.
This increased appetite has forced fund managers to search
for riskier assets outside of the mainstream.
O
ver the past seven years, institutional investors and funds have been battling each other
for the most prized infrastructure assets. This competition has led to a steep increase in
both European infrastructure M&A and a corresponding drop in returns from such assets.
In the main, these contests have been over “core” infrastructure—defined as regulated,
monopolistic energy, transport and environmental assets. These are viewed as the safest and
most attractive way for institutional investors to secure the types of long-term yield required to
match their liabilities.
As a result, infrastructure funds that have traditionally been active in the sector are being pushed
to work harder to source the types of deals that will generate the returns that they have enjoyed
in the past—and that their limited partners have come to expect.
Corporate-owned, neglected core infrastructure assets can still provide some of the deal flow
for infrastructure funds, but the search for an adequate level of exit potential that provides robust
returns has increasingly pushed asset managers into areas of “non-core” infrastructure. These
assets are seen as having greater market risks, such as power price exposure, short-term contracts,
geopolitical risks, less sophisticated regulatory regimes and/or contract renewal risks, but they
often offer better returns than core assets.
Although this recent trend towards non-core investing by infrastructure funds has been noted,
the maturing nature of the non-core infrastructure space has now opened the door for institutional
investors to move into the space. Institutionals have, like their more nimble asset manager
counterparts, increased their risk appetites and are now prepared to acquire non-core assets and
to do so in an increasingly competitive fashion. With allocations to the infrastructure asset class
projected to double over the next decade and the competition for core infrastructure showing
no sign of receding, this non-core shift will only accelerate in the coming years.
This report, developed with the Inframation Group, explores the shift in infrastructure dealmaking
by institutional and infrastructure investors alike in the non-core infrastructure space. We investigate
where the key battlegrounds are in the increasingly competitive infrastructure landscape; the
opportunities and challenges for both sets of investors; and we ask how funds can survive and
thrive in this brave new world of infrastructure dealmaking.
The evolving landscape of
infrastructure dealmaking
3Infrastructure M&A: Journey to the non-core
How the European
infrastructure M&A
market is changing
S
ince the turn of the decade,
infrastructure M&A deal value
has grown by 75 per cent.
With the continued low interest
rate environment at the global
macroeconomic level, the yields
on offer in the infrastructure asset
sector have become increasingly
attractive to institutional investors
and limited partners alike. Indeed,
fundraising for asset managers
targeting infrastructure assets hit
record levels in 2016.
Institutionals dominate the core
Since 2010, and particularly in the
early years of the decade, core
infrastructure capital allocation has
dominated the marketplace, both
in terms of volume and value. Over
the period, assets have largely
been split between power (51 per
cent) and transport (34 per cent),
with environmental, social and
Core infrastructure vs non-core infrastructure by value, 2010 – 2016
Core infrastructure vs non-core infrastructure by volume, 2010 – 2016
Value(€billion)
0
5
10
15
20
25
2016201520142013201220112010
Non-core infrastructureCore infrastructure
Numberofdeals
0
20
40
60
80
100
2016201520142013201220112010
Non-core infrastructureCore infrastructure
Theyieldsonoffer
intheinfrastructure
sectorhavebecome
increasinglyattractive
toinstitutional
investorsandlimited
partnersalike
HEADLINES
n Overall appetite for infrastructure investment remains strong. M&A deal value rose 75 per cent from 2010 to 2016. Deal volume grew
196 per cent over this period nThe number and value of investments in core infrastructure rose in 2016, compared with 2015, with 88
deals (up 15 per cent) valued at €19.4 billion (up 19 per cent) n Investment in non-core European infrastructure more than tripled over the
last seven years, from €4.23 billion in 2010 to €14.46 billion in 2016. Deal volume rose by 315 per cent from 13 deals in 2010 to 54 in 2016
Source:InfraDeals
4 White & Case
In the beginning, this increase
could largely be attributed to the
focus shift of infrastructure funds,
but more recent transaction data
demonstrates a growing contribution
from institutional investors to the
non-core sector as well. And, as
we will see in the next chapter, the
battle for the best non-core assets
in Europe is heating up.
expertise and technical knowledge
to drive up cash flow and revenues
while also driving down costs,
increasing efficiencies and improving
capital structures. One such example
is AffinityWater, which Morgan
Stanley Infrastructure Partners and
Infracapital acquired from Veolia in
2012. As Morgan Stanley managing
director Alberto Donzelli says: “There
continues to be a lot of opportunities
in this space across the European
market—be it in utilities, transport,
telecoms or leasing companies.”
The rise of non-core
However, as competition has
forced down anticipated returns
for core assets into single digits,
infrastructure funds have increasingly
turned their attention to the non-core
sector over the past six years.
This is evidenced by the fact that
core infrastructure has ceded ground
to non-core infrastructure with a
decrease in total market share from
78 per cent in 2010 to 57 per cent
by 2016.
Non-core investment by volume
has been continuously on the
rise since 2013, climbing from
15 transactions to 54 in 2016.
And, in the past six years, capital
invested in non-core infrastructure
has increased from €4.23 billion to
€14.46 billion—a 250 per cent rise.
telecommunications infrastructure
receiving a more modest share of
investment levels.
A hallmark of the European
infrastructure market has been the
increased domination of institutional
investors in competitive auction
processes for core assets such
as major international airports
and national gas distribution
networks. This competitive drive
has correspondingly driven down
returns. When combined with the
increased appetite on the part
of Asian investors and Middle
Eastern sovereign wealth funds, the
European infrastructure marketplace
has never been more competitive.
The Ontario Teachers’ Pension
Plan–led acquisition of London City
Airport from Global Infrastructure
Partners in March 2016 is just one
example in a long line of institutional
investor-dominated M&A processes.
There are certain exceptions within
the core infrastructure space where
infrastructure funds are still ready
to invest.These include neglected
assets owned by corporates that
do not have the incentive to spend
time boosting the performance of
a particular division.
In these situations, the relevant
assets can be carved out and
optimised by infrastructure funds.
They have the necessary operational
Core infrastructure analysis by
value, 2010 – 2016
Core infrastructure analysis by
volume, 2010 – 2016
6%
1%
51%
35%
7%
PowerTransport
EnvironmentTelecommunications
Social infrastructure
35%
1%
21%
34%
7%
2%
PowerTransport
OtherTelecommunications
Social infrastructure Environment
54
Total number
of non-core
investments in
2016, up from
13 in 2013
75%
Rise in
infrastructure
M&A value from
2010 to 2016
Source:InfraDeals
Non-core investment
by volume has been
continuously on
the rise since 2013,
climbing from 15
transactions to 54
in 2016
5Infrastructure M&A: Journey to the non-core
Glossary
Institutional investors: These include
insurance companies, public and private
pension funds, and sovereign wealth funds.
Core infrastructure: This includes assets with
the following characteristics:
…… Generation facilities that are operational and
have a long-term off-take agreement with
an investment-grade counter-party, or gas or
electricity distribution businesses operating
in a stable regulatory environment
…… When the asset is a public-private
partnership (PPP) and/or its revenue stream
is contracted on a long-term basis with
an investment-grade counter-party
…… Assets that provide essential services
and have a monopolistic position in their
sector and/or region
Non-core infrastructure: These assets lack the
properties noted above, and are more exposed
to factors such as demand and construction
risk as well as increased competition.
Examples of core infrastructure assets
include UK-regulated water utilities or the
recently sold Nice and Lyon airports in France.
Non-core infrastructure examples include
airport equipment leasing or crematoria
businesses.
Global unlisted infrastructure fundraising, 2006 – 2016
US$billion
Numberoffunds
0
10,000
20,000
30,000
40,000
50,000
20162015201420132012201120102009200820072006
Number of closed fundsAggregate fund value
0
10
20
30
40
50
Source:InfraDeals
7Infrastructure M&A: Journey to the non-core
T
he investment levels in non-
core European infrastructure
assets have more than
tripled over the last seven years.
And infrastructure funds have
been the most active players in
the non-core infrastructure space—
accounting for between 44 per
cent and 66 per cent of investment
volumes in non-core infrastructure
M&A activity between 2014 and 2016.
Although the crowded core
infrastructure space and lack
of quality returns were the main
factors that led to this migration,
InfraDeals data shows that these same
dynamics are increasingly forcing their
way into the non-core space.
A review of the most recent deals
in the space shows that institutional
investors are now steadily following
their infrastructure fund counterparts
into this lucrative area.
In 2011, infrastructure funds were
largely the only investors in non-core
infrastructure. However, in 2013,
for example, institutional investors
contributed a 48 per cent share of the
segment, although this plummeted
to just 3 per cent in 2016. Fluctuating
levels of institutional investment in
non-core can partially be explained by
the cyclical nature of infrastructure
fund asset disposals—large non-core
divestments do not necessarily occur
every year.While there have certainly
been ebbs and flows in the level of
institutional investor involvement, it is
clear that infrastructure funds can no
longer take the non-core marketplace
for granted.
Non-core sector watch
On a sectoral level, InfraDeals data
reveals that transport (41 per cent)
Core infrastructure analysis by equity
investor type, 2010 – 2016
Non-core infrastructure analysis by
equity investor type, 2010 – 2016
1%
7%
2%
48%
23%
13%
6%
Sovereign wealth
company
Infrastructure fund
Investment firm
Corporate
Public pension
Private pension Other
9%
53%
14%
11%
2%
2%
9%
Insurance companyInfrastructure fund
Investment firmCorporate
Public pension
Private pension
Other
The shift to non-core
infrastructure—who’s
investing where?
HEADLINES
n Between 2010 and 2016, more than half (53 per cent) of all non-core infrastructure investment was made by infrastructure funds
n In value terms, transport (41 per cent) and power (28 per cent) are the main sectors for non-core infrastructure investment, with
assets such as car parks, motorway services and midstream oil and gas assets leading the way n Western Europe is the main region
for non-core investment, with the UK market leading the way. From 2010 to 2016, non-core investment levels in the UK market
amounted to €16.67 billion—double that of Germany, the second-most popular market for non-core capital n Despite the UK’s
impending exit from the EU, UK investment levels are forecast to hold up in the coming years
Source:InfraDeals
8 White & Case
and power (28 per cent) lead the
way for non-core investments—
although such transactions tend to
occur sporadically across a diverse
range of sectors.
Within the transport sector, rolling
stock remains a popular non-core
infrastructure sector. While rolling
stock in the UK has passed into
the hands of institutional investors
and is viewed largely as a core
asset, in continental Europe rolling
stock assets fall within the non-core
classification. This is due to the
increased competitive dynamics
within the sector as markets
continue to free up and investors
look to capitalise on the trend of
train-operating companies moving
away from owning their own fleet.
While PSP Investments, Arcus
Infrastructure Partners and
AMP Capital continue to back
Luxembourg-based Alpha Trains,
originally part of the Angel Trains
Group acquired back in 2008, there
are numerous other examples of
these transactions in recent years.
Morgan Stanley Infrastructure
Partners acquired a minority position
in German-based VTG, and Deutsche
Alternative Asset Management took
a 50 per cent stake in France-based
Akiem in 2016. Looking ahead,
J.P. Morgan is understood to be
in exclusive talks to acquire UK-
based group Beacon Rail from
Pamplona Capital Management.
These assets have strong market
positions but all are exposed
to competition.To add value,
investors must improve operational
performance.This includes tightening
up maintenance and scheduling
while also pursuing acquisitive
growth strategies through bolt-ons
and opportunistic acquisitions of
smaller rolling stock fleets.
Getting smart
Smart metering is another non-
core asset class that has attracted
interest from both infrastructure
funds and institutional investors
alike. For several years, EU countries
have promoted the rollout of
smart gas and electricity meters
as a way of aiding consumer
energy efficiency efforts, and this
deployment is now in full swing.
KKR Infrastructure’s acquisition of
Calvin Capital from Infracapital at
the start of 2017 is the most recent
example of a deal in this sector.
However, it is an area that
comes with a number of challenges.
For example, the German smart
meter market is unregulated,
with revenue derived from short-
term contracts. This is a feature
bidders will have to factor in if, as
anticipated, Macquarie-owned
Techem is put up for sale this year.
In the medium to long term, the
market will also be exposed to
technology risk as the metering
and energy servicing space
continues to digitalise.
Strong support
Funds are also increasingly targeting
services groups that support the
operation of infrastructure assets.
The asset-heavy nature of these
businesses makes them attractive,
as this serves as a barrier to entry
for any potential new entrants.
AMP Capital and 3i Infrastructure’s
acquisition of Danish company
ESVAGT—a provider of emergency
response and rescue vessel
services to the Nordic offshore oil
and gas industry—in 2015 is a clear
example of this trend. Deutsche
Asset and Wealth Management
and 3i Infrastructure’s acquisition of
Belgium-based airport equipment
leasing business TCR in 2016 proves
that it is likely to continue.
However, such transactions
can throw up financing challenges
for supporting banks that do
not always know whether to
categorise these deals as private
equity or infrastructure.
Non-core infrastructure analysis by equity investor type by value, 2010 – 2016
0% 20% 40% 60% 80% 100%
2010
2011
2012
2013
2014
2015
2016
Public pension
Private pension
Infrastructure fund
Corporate
Sovereign wealth company
Joint venture company
Investment firm
Other
Insurance company
Government agency
41%
Percentage
of total capital
allocations
deployed
to non-core
assets in the
transport sector
66%
Proportion of
non-core
infrastructure
investment made
by infrastructure
funds in 2016 Source:InfraDeals
9Infrastructure M&A: Journey to the non-core
Parking matters
Car park assets, which can
offer good visibility on revenues,
depending on where they are
located, are another market segment
attracting widespread investment.
Investors are currently bidding for
the Q-Parks car park business in the
Netherlands for example. However,
car parks are still subject to demand
risk and varying levels of competition.
“The risk profile of car parks
depends on where the asset is, there
are some that are core—and there
are others that are non-core—for the
right asset, where there are high
barriers to entry and it’s a de-facto
natural monopoly, I’m not surprised
to see aggressive bidding,” says
Morgan Stanley’s Donzelli.
Non-core cross-selling
Recent sector activity indicates
some early investors in the non-core
space have now sufficiently de-
risked their non-core assets enough
to entice institutional investors
into their auctions and thereby
contribute to the wider migratory
trend of institutional investors into
the marketplace.
EQT Infrastructure’s divestment of
KooleTerminals in the Netherlands in
2015 to OTPP and J.P. Morgan is one
such example. In addition, non-core
sectors including car parks—such
as Vinci Parks in France, acquired by
Crédit Agricole Assurances (CAA)
subsidiary Predica, together with
Ardian Infrastructure in 2014—and
motorway services such as German
group Tank & Rast, acquired by
ADIA, Allianz, Borealis and MEAG
in 2015—have recently drawn
in large capital volumes from
institutional investors who have
grown increasingly comfortable
with the risk profile and yield
potential of these asset classes.
The regional picture
When it comes to regional
investment in non-core assets, the
data reveals a bias for investment
in Western European markets, as
these jurisdictions offer relatively
low levels of political, regulatory
and economic volatility.
The UK is the clear winner
in terms of capital deployed to non-
core infrastructure. From 2010 to
2016, it saw €16.67 billion being
invested into its non-core sector,
easily dwarfing the German market,
which took in €8.06 billion over the
same period.
In the UK, the transport sector
received the lion’s share of
non-core capital led by big ticket
investments into three UK rolling
stock companies—Angel Trains,
Eversholt and Porterbrook.
Transportationassetshavestrong
marketpositionsbutallare
exposedtocompetition.Investors
mustimproveoperational
performancewhilealsopursuing
acquisitivegrowthstrategies
Non-core infrastructure sector
by value, 2010 – 2016
Five of the best
The table below shows five of the highest value non-core European
deals between 2015 to 2017
Non-core infrastructure sector
by volume, 2010 – 2016
16%
4%
1%
28%
41%
10%
PowerTransport
OtherTelecommunications
Social infrastructure Environment
16%
6%
7%
30%
29%
12%
PowerTransport
OtherTelecommunications
Social infrastructure Environment
Asset/sector Country/year Buyer Seller
Tank & Rast
Motorway
services
Germany, 2015 ADIA, Allianz,
Borealis, MEAG
Deutsche Alternative
Asset Management,
Terra Firma
TCR
Airport equipment
leasing
Belgium, 2016 3i Infrastructure,
Deutsche
Alternative Asset
Management
Chequers Capital
VTG
Rail leasing
Germany, 2016 Morgan Stanley
Infrastructure
Partners
Private individual
Westerleigh
Group,
Crematoria
infrastructure
and services
UK, 2016 OTPP, USS Antin Infrastructure
Partners
Calvin Capital,
Smart meters
UK, 2017 KKR Infrastructure Infracapital
Source:InfraDeals
Source:InfraDeals
10 White & Case
Investments of telco infrastructure
operatorTDF’s French division from
a consortium of private equity
investors in 2015.
Next stop on the non-core journey
In 2017, infrastructure funds must
now begin to adjust their investment
and exit strategies in the non-core
marketplace to reflect the reality that
institutional investors are very much
here to stay. Such investors will
increasingly import the same level of
competitive tensions seen in the core
infrastructure space into the non-core
arena.The non-core journey, contrary
to popular belief, is well on its way
rather than still being in its infancy, as
previous market commentators have
led many to believe.
While certain funds have
already used this evolutionary step
to their advantage by de-risking
assets and packaging them up for
exits to institutional investors that
are moving into the non-core space,
others will invariably be slower
to react. They will be reluctantly
pushed out to pursue even riskier
non-core investment strategies in
geographies and industries that may
be ill-suited for their investment
programme and expertise.
Meanwhile, German non-core
activity was dominated by the
€3.5 billion acquisition of motorway
services group Tank & Rast, although
EQT’s divestment of waste
treatment and energy business
EEW Energy from Waste to Beijing
Enterprises also contributed
€1.4 billion to the total.
Spain and France took third and
fourth spots respectively. In Spain,
non-core power transactions made up
the bulk of activity, spearheaded by
the €2.5 billion Macquarie and Kuwaiti
sovereign wealth fund Wren House’s
acquisition of E.ON’s power assets
in 2015.
Spain suffered from a drop-off in
infrastructure investment activity in
the wake of the 2008 economic crisis
and the controversial changes made
to its renewable energy support
system. However, the data reveals
that international investor confidence
is now returning, and the country is
expected to cement its position as
a key European market for non-core
deals over the coming months.
Activity in France was led by
investments in the country’s
telecommunications sector, in
particular the €3.56 billion acquisition
by Arcus, APG, Brookfield and PSP
Non-core infrastructure by country (value and volume), 2010 – 2016
0
2
4
6
8
10
12
14
16
18
Croatia
Ireland
Russia
Sweden
Austria
Slovakia
Norway
Greece
Luxembourg
CzechRepublic
Poland
Switzerland
Denmark
Belgium
Finland
Turkey
Italy
Portugal
Netherlands
France
Spain
Germany
United
Kingdom
Number of dealsValue (€ billion)
Value(€billion)
Numberofdeals
0
5
10
15
20
25
30
35
40
45 Source:InfraDeals
The non-core journey,
contrary to popular
belief, is well on its way
rather than still being in
its infancy, as previous
market commentators
have led many to believe
Only time will tell how the
non-core marketplace will develop,
but what is certain is that the
competitive landscape has already
permanently changed and only
those that are willing to adapt and
grow will be successful in navigating
the journey towards positive returns.
11Infrastructure M&A: Journey to the non-core
UK non-core M&A (value) by sector, 2010 – 2016
French non-core M&A (value) by sector, 2010 – 2016
German non-core M&A (value) by sector, 2010 – 2016
Spanish non-core M&A (value) by sector, 2010 – 2016
TelecommunicationsTransport Power Other EnvironmentSocial infrastructure
0 1,000 2,000 3,000 4,000 5,000 6,000
2010
2011
2012
2013
2014
2015
2016
(€ million)
0 1,000 2,000 3,000 4,000 5,000 6,000
2010
2011
2012
2013
2014
2015
2016
(€ million)
TelecommunicationsTransport Power Other EnvironmentSocial infrastructure
TelecommunicationsTransport Other EnvironmentSocial infrastructure
0 1,000 2,000 3,000 4,000 5,000 6,000
2010
2011
2012
2013
2014
2015
2016
(€ million)
0 1,000 2,000 3,000 4,000 5,000 6,000
2010
2011
2012
2013
2014
2015
2016
(€ million)
TelecommunicationsTransport Power Environment
Source:InfraDeals
12 White & Case
S
uccess for investors in an
increasingly crowded market
will depend on fearlessness,
efficiency and the ability to spot the
right asset at the right time.
1. Non-traditional origination
Managers that can avoid the auction
process and source assets on a
bilateral basis have a real competitive
advantage, as they won’t get caught
in a cost of capital shootout with
institutional investors.The most
effective non-core investors are
marked by their ability to target deals
from non-traditional sources.
2. Pursue avidly, manage effectively
As institutional allocations to
infrastructure continue to rise, there
will be pressure to find new areas
of infrastructure in which to deploy
capital.This process will require
fund managers to enact operational
improvements, push out the length
of the contracts that underpin their
revenues and, in some cases, cement
the monopolistic position they inhabit
in a given sector through acquisitive
growth. Active management will
enable fund managers to stay
ahead of all but the best-resourced
institutional investors who, in the main,
would prefer to bid for more core
infrastructure opportunities.
3. Keep an eye on new sectors
Non-core sectors expected to
attract increasing infrastructure fund
investment include smart metering
businesses, asset-heavy infrastructure
services groups and the European rail
leasing market. Infrastructure funds
have also begun to target data storage
businesses and decentralised energy
production, while aged care is viewed
as a future opportunity.
Telecommunications infrastructure,
midstream oil and gas, and car parks
also continue to attract capital. Funds
will also pursue outlier “infrastructure-
like” opportunities such as crematoria
or medical diagnostics businesses.
4. Check the definition
The infrastructure market is
increasingly sophisticated, with
investors finessing their investment
approach by referring to opportunities
as core, super-core, core plus or non-
core to better reflect their risk profiles,
and the types of returns they expect
to achieve. However, to avoid a loss
of trust with their limited partners,
funds must be transparent about
their strategies—and the risk they are
looking to manage.
5. Don’t be afraid of competition
Infrastructure funds are facing
growing competition for non-core
assets.Yet funds are increasingly
being seen as performing the role of
de-risking such assets to the point
where they are ready to be acquired
by institutional investors. As such, the
growing institutional risk appetite for
non-core can be viewed as a positive
development for infrastructure funds.
6.Take exit opportunities
The movement of assets from
infrastructure funds through to
institutional ownership has been
evidenced across a range of sectors
including motorway services, UK
rolling stock and car parks.This
process, whereby assets are
systematically de-risked, should
provide a steady source of exit
opportunities for infrastructure funds.
Antin and EQT Infrastructure are
seen as being at the forefront of
this transformation process. Antin’s
sale of UK crematoria businessThe
Westerleigh Group in 2015 to the
institutional investors the Universities
Superannuation Scheme and the
OntarioTeachers’ Pension Plan is
the most extreme example of this
process, with the business case
underpinned by the compelling long-
term dynamics of the UK crematoria
market. “Sometimes it’s about de-
risking and reducing complexity, but
in other cases it’s about making sure
people understand the characteristics
of businesses,” says Antin’s managing
partner Mark Crosbie.
Six steps to non-core
infrastructure success
Infrastructure funds are increasing their capital allocations to non-core
sectors, although in doing so they will need to take on increased risk and
operate outside an established regulatory environment.There are six key
steps that investors should take to get the best out of the non-core market.
One definition—many sectors
The table below shows the breadth of non-
core sectors into which Antin Infrastructure
Partners invest
Non-core assets
Amedes Group, medical diagnostics, Germany
Eurofiber, fibre-optics network, Netherlands
Grandi Stazioni Acquisition, rail hub & services, Italy
Inicea, psychiatric clinics, France
Roadchef, motorway services, UK
Central AreaTransmission System, gas transmission, UK
13Infrastructure M&A: Journey to the non-core
John Cunningham
Partner
T +44 20 7532 2199
E johncunningham@whitecase.com
Caroline Sherrell
Partner
T +44 20 7532 2195
E caroline.sherrell@whitecase.com
whitecase.com
© 2017 White & Case LLP

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Infrastructure M&A: Journey to the non-core

  • 1. Infrastructure M&A: Journey to the non-core How non-core infrastructure investing has grown in a new world of increased competition and lower returns in the European infrastructure marketplace
  • 2. II White & Case Contents How the European infrastructure M&A market is changing Page 3 The shift to non-core infrastructure—who’s investing where? Page 7 Six steps to non-core infrastructure success Page 12 Methodology For this report, InfraDeals analysed European M&A transactions that reached financial close in the infrastructure sector between the years 2010 and 2016. InfraDeals is concerned solely with infrastructure transactions that have been financed with private sector equity investment. For the purpose of this report, M&A transactions were categorised as the sale of equity in operational assets across the transport, power, environment and telecommunications sectors in Europe. These sectors are defined as: …… Transport: airports, roads, rail, ports, bridges, tunnels, light rail and car parks …… Power: project-financed energy generation, oil and gas storage, plus energy transmission and distribution …… Environment: waste, wastewater and water treatment facilities transmission …… Social infrastructure: healthcare, education, prisons, defence, social accommodation, street lighting, leisure …… Telecommunications: fixed line, wireless InfraDeals categorised these transactions as either core infrastructure investments or non-core infrastructure investments (see Glossary, page 5).
  • 3. 1Infrastructure M&A: Journey to the non-core Institutional investors are increasing their investments in core infrastructure and aggressively competing with funds. This increased appetite has forced fund managers to search for riskier assets outside of the mainstream. O ver the past seven years, institutional investors and funds have been battling each other for the most prized infrastructure assets. This competition has led to a steep increase in both European infrastructure M&A and a corresponding drop in returns from such assets. In the main, these contests have been over “core” infrastructure—defined as regulated, monopolistic energy, transport and environmental assets. These are viewed as the safest and most attractive way for institutional investors to secure the types of long-term yield required to match their liabilities. As a result, infrastructure funds that have traditionally been active in the sector are being pushed to work harder to source the types of deals that will generate the returns that they have enjoyed in the past—and that their limited partners have come to expect. Corporate-owned, neglected core infrastructure assets can still provide some of the deal flow for infrastructure funds, but the search for an adequate level of exit potential that provides robust returns has increasingly pushed asset managers into areas of “non-core” infrastructure. These assets are seen as having greater market risks, such as power price exposure, short-term contracts, geopolitical risks, less sophisticated regulatory regimes and/or contract renewal risks, but they often offer better returns than core assets. Although this recent trend towards non-core investing by infrastructure funds has been noted, the maturing nature of the non-core infrastructure space has now opened the door for institutional investors to move into the space. Institutionals have, like their more nimble asset manager counterparts, increased their risk appetites and are now prepared to acquire non-core assets and to do so in an increasingly competitive fashion. With allocations to the infrastructure asset class projected to double over the next decade and the competition for core infrastructure showing no sign of receding, this non-core shift will only accelerate in the coming years. This report, developed with the Inframation Group, explores the shift in infrastructure dealmaking by institutional and infrastructure investors alike in the non-core infrastructure space. We investigate where the key battlegrounds are in the increasingly competitive infrastructure landscape; the opportunities and challenges for both sets of investors; and we ask how funds can survive and thrive in this brave new world of infrastructure dealmaking. The evolving landscape of infrastructure dealmaking
  • 4.
  • 5. 3Infrastructure M&A: Journey to the non-core How the European infrastructure M&A market is changing S ince the turn of the decade, infrastructure M&A deal value has grown by 75 per cent. With the continued low interest rate environment at the global macroeconomic level, the yields on offer in the infrastructure asset sector have become increasingly attractive to institutional investors and limited partners alike. Indeed, fundraising for asset managers targeting infrastructure assets hit record levels in 2016. Institutionals dominate the core Since 2010, and particularly in the early years of the decade, core infrastructure capital allocation has dominated the marketplace, both in terms of volume and value. Over the period, assets have largely been split between power (51 per cent) and transport (34 per cent), with environmental, social and Core infrastructure vs non-core infrastructure by value, 2010 – 2016 Core infrastructure vs non-core infrastructure by volume, 2010 – 2016 Value(€billion) 0 5 10 15 20 25 2016201520142013201220112010 Non-core infrastructureCore infrastructure Numberofdeals 0 20 40 60 80 100 2016201520142013201220112010 Non-core infrastructureCore infrastructure Theyieldsonoffer intheinfrastructure sectorhavebecome increasinglyattractive toinstitutional investorsandlimited partnersalike HEADLINES n Overall appetite for infrastructure investment remains strong. M&A deal value rose 75 per cent from 2010 to 2016. Deal volume grew 196 per cent over this period nThe number and value of investments in core infrastructure rose in 2016, compared with 2015, with 88 deals (up 15 per cent) valued at €19.4 billion (up 19 per cent) n Investment in non-core European infrastructure more than tripled over the last seven years, from €4.23 billion in 2010 to €14.46 billion in 2016. Deal volume rose by 315 per cent from 13 deals in 2010 to 54 in 2016 Source:InfraDeals
  • 6. 4 White & Case In the beginning, this increase could largely be attributed to the focus shift of infrastructure funds, but more recent transaction data demonstrates a growing contribution from institutional investors to the non-core sector as well. And, as we will see in the next chapter, the battle for the best non-core assets in Europe is heating up. expertise and technical knowledge to drive up cash flow and revenues while also driving down costs, increasing efficiencies and improving capital structures. One such example is AffinityWater, which Morgan Stanley Infrastructure Partners and Infracapital acquired from Veolia in 2012. As Morgan Stanley managing director Alberto Donzelli says: “There continues to be a lot of opportunities in this space across the European market—be it in utilities, transport, telecoms or leasing companies.” The rise of non-core However, as competition has forced down anticipated returns for core assets into single digits, infrastructure funds have increasingly turned their attention to the non-core sector over the past six years. This is evidenced by the fact that core infrastructure has ceded ground to non-core infrastructure with a decrease in total market share from 78 per cent in 2010 to 57 per cent by 2016. Non-core investment by volume has been continuously on the rise since 2013, climbing from 15 transactions to 54 in 2016. And, in the past six years, capital invested in non-core infrastructure has increased from €4.23 billion to €14.46 billion—a 250 per cent rise. telecommunications infrastructure receiving a more modest share of investment levels. A hallmark of the European infrastructure market has been the increased domination of institutional investors in competitive auction processes for core assets such as major international airports and national gas distribution networks. This competitive drive has correspondingly driven down returns. When combined with the increased appetite on the part of Asian investors and Middle Eastern sovereign wealth funds, the European infrastructure marketplace has never been more competitive. The Ontario Teachers’ Pension Plan–led acquisition of London City Airport from Global Infrastructure Partners in March 2016 is just one example in a long line of institutional investor-dominated M&A processes. There are certain exceptions within the core infrastructure space where infrastructure funds are still ready to invest.These include neglected assets owned by corporates that do not have the incentive to spend time boosting the performance of a particular division. In these situations, the relevant assets can be carved out and optimised by infrastructure funds. They have the necessary operational Core infrastructure analysis by value, 2010 – 2016 Core infrastructure analysis by volume, 2010 – 2016 6% 1% 51% 35% 7% PowerTransport EnvironmentTelecommunications Social infrastructure 35% 1% 21% 34% 7% 2% PowerTransport OtherTelecommunications Social infrastructure Environment 54 Total number of non-core investments in 2016, up from 13 in 2013 75% Rise in infrastructure M&A value from 2010 to 2016 Source:InfraDeals Non-core investment by volume has been continuously on the rise since 2013, climbing from 15 transactions to 54 in 2016
  • 7. 5Infrastructure M&A: Journey to the non-core Glossary Institutional investors: These include insurance companies, public and private pension funds, and sovereign wealth funds. Core infrastructure: This includes assets with the following characteristics: …… Generation facilities that are operational and have a long-term off-take agreement with an investment-grade counter-party, or gas or electricity distribution businesses operating in a stable regulatory environment …… When the asset is a public-private partnership (PPP) and/or its revenue stream is contracted on a long-term basis with an investment-grade counter-party …… Assets that provide essential services and have a monopolistic position in their sector and/or region Non-core infrastructure: These assets lack the properties noted above, and are more exposed to factors such as demand and construction risk as well as increased competition. Examples of core infrastructure assets include UK-regulated water utilities or the recently sold Nice and Lyon airports in France. Non-core infrastructure examples include airport equipment leasing or crematoria businesses. Global unlisted infrastructure fundraising, 2006 – 2016 US$billion Numberoffunds 0 10,000 20,000 30,000 40,000 50,000 20162015201420132012201120102009200820072006 Number of closed fundsAggregate fund value 0 10 20 30 40 50 Source:InfraDeals
  • 8.
  • 9. 7Infrastructure M&A: Journey to the non-core T he investment levels in non- core European infrastructure assets have more than tripled over the last seven years. And infrastructure funds have been the most active players in the non-core infrastructure space— accounting for between 44 per cent and 66 per cent of investment volumes in non-core infrastructure M&A activity between 2014 and 2016. Although the crowded core infrastructure space and lack of quality returns were the main factors that led to this migration, InfraDeals data shows that these same dynamics are increasingly forcing their way into the non-core space. A review of the most recent deals in the space shows that institutional investors are now steadily following their infrastructure fund counterparts into this lucrative area. In 2011, infrastructure funds were largely the only investors in non-core infrastructure. However, in 2013, for example, institutional investors contributed a 48 per cent share of the segment, although this plummeted to just 3 per cent in 2016. Fluctuating levels of institutional investment in non-core can partially be explained by the cyclical nature of infrastructure fund asset disposals—large non-core divestments do not necessarily occur every year.While there have certainly been ebbs and flows in the level of institutional investor involvement, it is clear that infrastructure funds can no longer take the non-core marketplace for granted. Non-core sector watch On a sectoral level, InfraDeals data reveals that transport (41 per cent) Core infrastructure analysis by equity investor type, 2010 – 2016 Non-core infrastructure analysis by equity investor type, 2010 – 2016 1% 7% 2% 48% 23% 13% 6% Sovereign wealth company Infrastructure fund Investment firm Corporate Public pension Private pension Other 9% 53% 14% 11% 2% 2% 9% Insurance companyInfrastructure fund Investment firmCorporate Public pension Private pension Other The shift to non-core infrastructure—who’s investing where? HEADLINES n Between 2010 and 2016, more than half (53 per cent) of all non-core infrastructure investment was made by infrastructure funds n In value terms, transport (41 per cent) and power (28 per cent) are the main sectors for non-core infrastructure investment, with assets such as car parks, motorway services and midstream oil and gas assets leading the way n Western Europe is the main region for non-core investment, with the UK market leading the way. From 2010 to 2016, non-core investment levels in the UK market amounted to €16.67 billion—double that of Germany, the second-most popular market for non-core capital n Despite the UK’s impending exit from the EU, UK investment levels are forecast to hold up in the coming years Source:InfraDeals
  • 10. 8 White & Case and power (28 per cent) lead the way for non-core investments— although such transactions tend to occur sporadically across a diverse range of sectors. Within the transport sector, rolling stock remains a popular non-core infrastructure sector. While rolling stock in the UK has passed into the hands of institutional investors and is viewed largely as a core asset, in continental Europe rolling stock assets fall within the non-core classification. This is due to the increased competitive dynamics within the sector as markets continue to free up and investors look to capitalise on the trend of train-operating companies moving away from owning their own fleet. While PSP Investments, Arcus Infrastructure Partners and AMP Capital continue to back Luxembourg-based Alpha Trains, originally part of the Angel Trains Group acquired back in 2008, there are numerous other examples of these transactions in recent years. Morgan Stanley Infrastructure Partners acquired a minority position in German-based VTG, and Deutsche Alternative Asset Management took a 50 per cent stake in France-based Akiem in 2016. Looking ahead, J.P. Morgan is understood to be in exclusive talks to acquire UK- based group Beacon Rail from Pamplona Capital Management. These assets have strong market positions but all are exposed to competition.To add value, investors must improve operational performance.This includes tightening up maintenance and scheduling while also pursuing acquisitive growth strategies through bolt-ons and opportunistic acquisitions of smaller rolling stock fleets. Getting smart Smart metering is another non- core asset class that has attracted interest from both infrastructure funds and institutional investors alike. For several years, EU countries have promoted the rollout of smart gas and electricity meters as a way of aiding consumer energy efficiency efforts, and this deployment is now in full swing. KKR Infrastructure’s acquisition of Calvin Capital from Infracapital at the start of 2017 is the most recent example of a deal in this sector. However, it is an area that comes with a number of challenges. For example, the German smart meter market is unregulated, with revenue derived from short- term contracts. This is a feature bidders will have to factor in if, as anticipated, Macquarie-owned Techem is put up for sale this year. In the medium to long term, the market will also be exposed to technology risk as the metering and energy servicing space continues to digitalise. Strong support Funds are also increasingly targeting services groups that support the operation of infrastructure assets. The asset-heavy nature of these businesses makes them attractive, as this serves as a barrier to entry for any potential new entrants. AMP Capital and 3i Infrastructure’s acquisition of Danish company ESVAGT—a provider of emergency response and rescue vessel services to the Nordic offshore oil and gas industry—in 2015 is a clear example of this trend. Deutsche Asset and Wealth Management and 3i Infrastructure’s acquisition of Belgium-based airport equipment leasing business TCR in 2016 proves that it is likely to continue. However, such transactions can throw up financing challenges for supporting banks that do not always know whether to categorise these deals as private equity or infrastructure. Non-core infrastructure analysis by equity investor type by value, 2010 – 2016 0% 20% 40% 60% 80% 100% 2010 2011 2012 2013 2014 2015 2016 Public pension Private pension Infrastructure fund Corporate Sovereign wealth company Joint venture company Investment firm Other Insurance company Government agency 41% Percentage of total capital allocations deployed to non-core assets in the transport sector 66% Proportion of non-core infrastructure investment made by infrastructure funds in 2016 Source:InfraDeals
  • 11. 9Infrastructure M&A: Journey to the non-core Parking matters Car park assets, which can offer good visibility on revenues, depending on where they are located, are another market segment attracting widespread investment. Investors are currently bidding for the Q-Parks car park business in the Netherlands for example. However, car parks are still subject to demand risk and varying levels of competition. “The risk profile of car parks depends on where the asset is, there are some that are core—and there are others that are non-core—for the right asset, where there are high barriers to entry and it’s a de-facto natural monopoly, I’m not surprised to see aggressive bidding,” says Morgan Stanley’s Donzelli. Non-core cross-selling Recent sector activity indicates some early investors in the non-core space have now sufficiently de- risked their non-core assets enough to entice institutional investors into their auctions and thereby contribute to the wider migratory trend of institutional investors into the marketplace. EQT Infrastructure’s divestment of KooleTerminals in the Netherlands in 2015 to OTPP and J.P. Morgan is one such example. In addition, non-core sectors including car parks—such as Vinci Parks in France, acquired by Crédit Agricole Assurances (CAA) subsidiary Predica, together with Ardian Infrastructure in 2014—and motorway services such as German group Tank & Rast, acquired by ADIA, Allianz, Borealis and MEAG in 2015—have recently drawn in large capital volumes from institutional investors who have grown increasingly comfortable with the risk profile and yield potential of these asset classes. The regional picture When it comes to regional investment in non-core assets, the data reveals a bias for investment in Western European markets, as these jurisdictions offer relatively low levels of political, regulatory and economic volatility. The UK is the clear winner in terms of capital deployed to non- core infrastructure. From 2010 to 2016, it saw €16.67 billion being invested into its non-core sector, easily dwarfing the German market, which took in €8.06 billion over the same period. In the UK, the transport sector received the lion’s share of non-core capital led by big ticket investments into three UK rolling stock companies—Angel Trains, Eversholt and Porterbrook. Transportationassetshavestrong marketpositionsbutallare exposedtocompetition.Investors mustimproveoperational performancewhilealsopursuing acquisitivegrowthstrategies Non-core infrastructure sector by value, 2010 – 2016 Five of the best The table below shows five of the highest value non-core European deals between 2015 to 2017 Non-core infrastructure sector by volume, 2010 – 2016 16% 4% 1% 28% 41% 10% PowerTransport OtherTelecommunications Social infrastructure Environment 16% 6% 7% 30% 29% 12% PowerTransport OtherTelecommunications Social infrastructure Environment Asset/sector Country/year Buyer Seller Tank & Rast Motorway services Germany, 2015 ADIA, Allianz, Borealis, MEAG Deutsche Alternative Asset Management, Terra Firma TCR Airport equipment leasing Belgium, 2016 3i Infrastructure, Deutsche Alternative Asset Management Chequers Capital VTG Rail leasing Germany, 2016 Morgan Stanley Infrastructure Partners Private individual Westerleigh Group, Crematoria infrastructure and services UK, 2016 OTPP, USS Antin Infrastructure Partners Calvin Capital, Smart meters UK, 2017 KKR Infrastructure Infracapital Source:InfraDeals Source:InfraDeals
  • 12. 10 White & Case Investments of telco infrastructure operatorTDF’s French division from a consortium of private equity investors in 2015. Next stop on the non-core journey In 2017, infrastructure funds must now begin to adjust their investment and exit strategies in the non-core marketplace to reflect the reality that institutional investors are very much here to stay. Such investors will increasingly import the same level of competitive tensions seen in the core infrastructure space into the non-core arena.The non-core journey, contrary to popular belief, is well on its way rather than still being in its infancy, as previous market commentators have led many to believe. While certain funds have already used this evolutionary step to their advantage by de-risking assets and packaging them up for exits to institutional investors that are moving into the non-core space, others will invariably be slower to react. They will be reluctantly pushed out to pursue even riskier non-core investment strategies in geographies and industries that may be ill-suited for their investment programme and expertise. Meanwhile, German non-core activity was dominated by the €3.5 billion acquisition of motorway services group Tank & Rast, although EQT’s divestment of waste treatment and energy business EEW Energy from Waste to Beijing Enterprises also contributed €1.4 billion to the total. Spain and France took third and fourth spots respectively. In Spain, non-core power transactions made up the bulk of activity, spearheaded by the €2.5 billion Macquarie and Kuwaiti sovereign wealth fund Wren House’s acquisition of E.ON’s power assets in 2015. Spain suffered from a drop-off in infrastructure investment activity in the wake of the 2008 economic crisis and the controversial changes made to its renewable energy support system. However, the data reveals that international investor confidence is now returning, and the country is expected to cement its position as a key European market for non-core deals over the coming months. Activity in France was led by investments in the country’s telecommunications sector, in particular the €3.56 billion acquisition by Arcus, APG, Brookfield and PSP Non-core infrastructure by country (value and volume), 2010 – 2016 0 2 4 6 8 10 12 14 16 18 Croatia Ireland Russia Sweden Austria Slovakia Norway Greece Luxembourg CzechRepublic Poland Switzerland Denmark Belgium Finland Turkey Italy Portugal Netherlands France Spain Germany United Kingdom Number of dealsValue (€ billion) Value(€billion) Numberofdeals 0 5 10 15 20 25 30 35 40 45 Source:InfraDeals The non-core journey, contrary to popular belief, is well on its way rather than still being in its infancy, as previous market commentators have led many to believe Only time will tell how the non-core marketplace will develop, but what is certain is that the competitive landscape has already permanently changed and only those that are willing to adapt and grow will be successful in navigating the journey towards positive returns.
  • 13. 11Infrastructure M&A: Journey to the non-core UK non-core M&A (value) by sector, 2010 – 2016 French non-core M&A (value) by sector, 2010 – 2016 German non-core M&A (value) by sector, 2010 – 2016 Spanish non-core M&A (value) by sector, 2010 – 2016 TelecommunicationsTransport Power Other EnvironmentSocial infrastructure 0 1,000 2,000 3,000 4,000 5,000 6,000 2010 2011 2012 2013 2014 2015 2016 (€ million) 0 1,000 2,000 3,000 4,000 5,000 6,000 2010 2011 2012 2013 2014 2015 2016 (€ million) TelecommunicationsTransport Power Other EnvironmentSocial infrastructure TelecommunicationsTransport Other EnvironmentSocial infrastructure 0 1,000 2,000 3,000 4,000 5,000 6,000 2010 2011 2012 2013 2014 2015 2016 (€ million) 0 1,000 2,000 3,000 4,000 5,000 6,000 2010 2011 2012 2013 2014 2015 2016 (€ million) TelecommunicationsTransport Power Environment Source:InfraDeals
  • 14. 12 White & Case S uccess for investors in an increasingly crowded market will depend on fearlessness, efficiency and the ability to spot the right asset at the right time. 1. Non-traditional origination Managers that can avoid the auction process and source assets on a bilateral basis have a real competitive advantage, as they won’t get caught in a cost of capital shootout with institutional investors.The most effective non-core investors are marked by their ability to target deals from non-traditional sources. 2. Pursue avidly, manage effectively As institutional allocations to infrastructure continue to rise, there will be pressure to find new areas of infrastructure in which to deploy capital.This process will require fund managers to enact operational improvements, push out the length of the contracts that underpin their revenues and, in some cases, cement the monopolistic position they inhabit in a given sector through acquisitive growth. Active management will enable fund managers to stay ahead of all but the best-resourced institutional investors who, in the main, would prefer to bid for more core infrastructure opportunities. 3. Keep an eye on new sectors Non-core sectors expected to attract increasing infrastructure fund investment include smart metering businesses, asset-heavy infrastructure services groups and the European rail leasing market. Infrastructure funds have also begun to target data storage businesses and decentralised energy production, while aged care is viewed as a future opportunity. Telecommunications infrastructure, midstream oil and gas, and car parks also continue to attract capital. Funds will also pursue outlier “infrastructure- like” opportunities such as crematoria or medical diagnostics businesses. 4. Check the definition The infrastructure market is increasingly sophisticated, with investors finessing their investment approach by referring to opportunities as core, super-core, core plus or non- core to better reflect their risk profiles, and the types of returns they expect to achieve. However, to avoid a loss of trust with their limited partners, funds must be transparent about their strategies—and the risk they are looking to manage. 5. Don’t be afraid of competition Infrastructure funds are facing growing competition for non-core assets.Yet funds are increasingly being seen as performing the role of de-risking such assets to the point where they are ready to be acquired by institutional investors. As such, the growing institutional risk appetite for non-core can be viewed as a positive development for infrastructure funds. 6.Take exit opportunities The movement of assets from infrastructure funds through to institutional ownership has been evidenced across a range of sectors including motorway services, UK rolling stock and car parks.This process, whereby assets are systematically de-risked, should provide a steady source of exit opportunities for infrastructure funds. Antin and EQT Infrastructure are seen as being at the forefront of this transformation process. Antin’s sale of UK crematoria businessThe Westerleigh Group in 2015 to the institutional investors the Universities Superannuation Scheme and the OntarioTeachers’ Pension Plan is the most extreme example of this process, with the business case underpinned by the compelling long- term dynamics of the UK crematoria market. “Sometimes it’s about de- risking and reducing complexity, but in other cases it’s about making sure people understand the characteristics of businesses,” says Antin’s managing partner Mark Crosbie. Six steps to non-core infrastructure success Infrastructure funds are increasing their capital allocations to non-core sectors, although in doing so they will need to take on increased risk and operate outside an established regulatory environment.There are six key steps that investors should take to get the best out of the non-core market. One definition—many sectors The table below shows the breadth of non- core sectors into which Antin Infrastructure Partners invest Non-core assets Amedes Group, medical diagnostics, Germany Eurofiber, fibre-optics network, Netherlands Grandi Stazioni Acquisition, rail hub & services, Italy Inicea, psychiatric clinics, France Roadchef, motorway services, UK Central AreaTransmission System, gas transmission, UK
  • 15. 13Infrastructure M&A: Journey to the non-core
  • 16. John Cunningham Partner T +44 20 7532 2199 E johncunningham@whitecase.com Caroline Sherrell Partner T +44 20 7532 2195 E caroline.sherrell@whitecase.com whitecase.com © 2017 White & Case LLP