Taking advantage of debt financing and other investment options

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1 Taking advantage of debt financing and other investment options What opportunities are there for you today? Amsterdam, 28 January 2014 Bert van der Toorn Managing Director, Head of Oil and Gas, Europe and CIS

2 Agenda 1. Market trends 2. Financing options (in view of market trends) 3. Structuring your financing package 4. Some case studies 5. Going forwards 6. Questions? 7. Disclaimer 1

3 Key elements O&G Market Project Finance Market Finance Package 2

4 1. Market trends 3

5 Project finance volumes (2013 vs 2012) Source: Dealogic Project Finance Review, Full Year 2013 Final Results, January

6 Debt structures globally Source: Dealogic Project Finance Review, Full Year 2013 Final Results, January

7 Debt structures in the oil and gas sector Volume of loans and bonds in the oil and gas sector Bond (US$m) Loan (US$m) Source: Based on PFI Financial Leagues Tables 6

8 Europe: Impact of alternate financing on loan demand Changes in demand for loans to enterprises (Net % of banks reporting positive contribution to demand) Positive impact on loan demand Negative impact on loan demand Source: European Central Bank, The Euro Area Bank Lending Survey, 3rd Quarter of 2013, October

9 Summary Volumes slowly increasing globally Generally: Loan vs bond vs equity mix is changing Specifically: increase in bonds (decrease in loans) in oil and gas sector Credit standards loosening very slowly Demand for bank loans has declined due to alternative finance but less than before 8

10 2. Financing options (in view of market trends)? 9

11 Institutional investors Need to find alternative investments Direct Structured solutions 10

12 Direct: Investing in loans Institutional side regulation (Solvency II for insurers, IAS 19 pension funds) (Higher rated) loans attractive under Solvency II Loans as an attractive asset class : A. Depth of market B. Floating-rate yield C. High recovery rates In the case of Infrastructure loans: D. Higher yields E. Long maturities Unattractive features: A. Revolving / Undrawn Facilities 11

13 Structured solutions: Debt vs Bonds Some recent activity: Sabine Pass; Sakhalin 2 LNG; OGE; Nord Stream; Castor; South Stream? Debt Shorter maturity, refinancing risk Floating rate finance Prepayment flexibility Relationship lenders More flexibility: client driven mentality Heavily negotiated covenant package with closer monitoring Default: typically work out Less market risk: committed funding and drawdown, when required Ratings not normally required or obtained No public disclosure required Bonds Long maturity Fixed rate funds Focus on long-term yield Bondholders passive hard to organise Difficult to modify terms Lighter covenants: less discretion Default: trade out not work out One closing: no drawdowns Ratings are vital Public, listing, no confidentiality agreement 12

14 Structured solutions: US vs Europe Europe US Bank loans (excl. Mortgages) Outstanding corporate bonds 0% 10% 20% 30% 40% 50% 60% 70% 80% 90% 100% United States c.80% debt from the public market Europe 80% of corporate financing from bank loans Increase in direct investments in the form of loans and private placements US banks : Originate-to-Distribute model Banks originate credit and hold until maturity. Limited share of syndicated loans Regulatory pressure on banks to shorten their balance sheets 13

15 Structured solutions: Innovative ways to flavour the market PEBBLE financing structure Background Purpose Benefit Regulatory climate Availability of finance Pursue infrastructure targets New investment platform : 1. A Note and B Loan Banks seeking longer term 2. A Notes Investors seeking high credit instruments 3. B Loan Banks seeking shorter term Procuring Authority Sponsors A Note Investors B Loan Lenders Stimulate capital market participation First PEBBLE-backed financing closed in September 2013: 300 million (US$405.6m) Zaanstad Prison building in the Netherlands. 14

16 Structured solutions: Innovative ways to flavour the market EIB Project Bond Credit Enhancement (PBCE) Initiative Background Purpose Benefit Regulatory climate Low credit ratings Drop in credit enhancing mechanisms Provide subordinated instruments* to eligible projects Enhance credit rating of Senior Bonds Appetite of institutional investors Sources of finance and minimise funding costs Capital market investment First project bond under the PBCE initiative closed in July 2013: 1.4 billion (US$1.85bn) project bond issue for the Castor underground gas storage project in Spain In the form of either: (1) PBCE facility; or (2) contingent letter of credit 15

17 Structured solutions: Innovative ways to flavour the market ECA BOND Wrapped bond (ECA or monoline insurer) ECA-backed bond 16

18 Other interested investors and their perspectives Characteristics Pension funds/ sovereign wealth Infrastructure funds Private equity funds Attractions Long-term investment horizon Experienced minority investors Control not key Attracted by storage market Long(er) investment horizon (7-13 years on average) Experienced minority investors Control not key Large number of Oil & Gas oriented PE sponsors with sufficient capital Supportive of buy & build strategy Investment horizon Long-term investors, typically years Medium-term investors, with holding periods ranging from 7-13 years Short to medium holding period of 3-7 years Investment level Diverse, both on holding and asset level Diverse, both on holding and asset level Typically aim to invest on holding level Corporate governance requirements Limited to medium Medium High Minority vs. Majority Typically a minority stake with a passive role Diverse, both minority as well as majority, dependent on fund Majority, aim to obtain control Return requirements No cash yield requirement IRR of 8-13% Yearly cash yield requirement IRR of 13-20% IRR of 20-30% 17

19 Summary In the context of market trends : Institutional investor interest Bonds have their advantages but.structured solutions are needed Equity investor interests 18

20 3. Structuring your financing package 1. Company 2. Purpose 3. The business 4. Other lender considerations 19

21 The company and purpose Who are you and what are you looking for? 1. Existing storage company? Seeking further leverage? Expansion? Acquisition finance? Refinery facility conversion? 2. Greenfield storage company? 20

22 The business tell me about your business 1. Structure Ownership / shareholding and assets Contractual relationships and rights 2. Environment Location and environmental concerns Supply and demand / competition (and monopolies) 3. Operations & financials Rating EBITDA / opex & capex 21

23 Lender considerations 1 Factor Due Diligence Impact Legal, Technical, Market, Environmental and Insurance Due Diligence 2 Construction & Completion 3 Post-Completion/ Operations & Maintenance 4 Cash Flow Volatility/ Force Majeure Sponsor support Lump-Sum EPC Contract Technology; Operations and Maintenance Accounts / Cash Flow / DSRA / Security / Distributions / Ratio-testing No market or margin risk on capacity Limited merchant risk Structure 22

24 The financing package You Market Who are you and what would you like? Tell me about your business The right package - Size - Tenor - Structure - Covenants - Security Bank debt Other debt Bonds PEBBLE structure EIB PBCE structure Infrastructure funds Private equity funds Pension funds / sovereign wealth Other creative structure? 23

25 4. Some case studies* *Based on publicly available information 24

26 Sea Tank 510 Liquid Bulk Storage Terminal Structured Finance Belgium 2011 Undisclosed SEA-Tank 510 EUR EUR 165 mn 165mm Project Financing Project Financing ING's role ING acted as Mandated Lead Arranger, Technical Bank and Account Bank for the financing ING acted as Hedge Coordinator Bookrunner,, MLA, MLA, Technical Technical Bank and Bank Hedging and Coordinator Hedging Coordinator Natural Resources Financing details Debt:Equity: +/-80:20 Size and structure: US$240 million Tenor: 9 year Financial Covenants: Customary Security: Customary 25

27 Vopak Terminal Eemshaven BV Structured Finance ING's role ING acted as Documentation Bank during the structuring process ING acted as Mandated Lead Arranger, Facility Agent, Security Agent and Account Bank for the financing ING acted as Hedge Coordinator Financing details Debt:Equity: 87:13 Size and structure: $121million (in aggr): term loans and smaller facilities Tenor: 17 years for term loans and shorter for small facilities Security: Customary 26

28 Vopak Horizon Fujairah Limited Structured Finance ING's role ING acted as Mandated Lead Arranger ING acted as Swap Provider and Hedge Coordinator Financing details Size and structure: US$130 million Tenor: 8 years Security: Customary 27

29 LBC Tank Terminals Structured Finance ING s role ING acted as Mandated Lead Arranger and Bookrunner in the Syndicated Credit Facilty ING acted as bookrunner in the HY Bond Financing details Size and structure: US$350 high yield bond / US$396 facility Tenor: bond: 10 years / facility: 7 years Financial Covenants: Customary Security: Customary 28

30 Macqpisto oil product storage Structured Finance ING's role ING acted as Mandated Lead Arranger ING acted as Swap Provider Financing details Size and structure: 420m Tenor: 7 years 29

31 Oystercatcher Structured Finance Luxembourg 03/13 3i Oystercatcher EUR 195m Term Loan and Revolving Credit Facility ING's role ING acted as Mandated Lead Arranger Mandated Lead Arranger Natural Resources Financing details Size and structure: 196mln Tenor: 5 years 30

32 5. Going forwards 31

33 What could we see? Changing credit standards Institutional investors Bonds Structured solutions 32

34 6. Questions????? 33

35 7. Disclaimer 34

36 Disclaimer General This presentation is intended for general information purposes. It does provide basic information concerning individual Commercial Banking products or related services. However none of the information should be interpreted as an offer to sell securities or as investment advice of any kind. Queries concerning these topics should be addressed to the individual business units and/or companies of ING Groep N.V. ("ING Group"). No warranty or representation, express or implied, is given as to the accuracy or completeness of that information. In no event will ING Group, nor any of its directors, employees or advisors accept any liability with regard to the information contained in the individual ING companies', business unit or product group's presentation. ING Group comprises a broad spectrum of companies (the "ING companies"), many of them operating under their own brand names. Almost every ING company, business unit or product group, has its own website on the internet where it offers information about its products and services. Reference is made to those websites for further details and hyperlinks have been provided from this website to those ING companies, business units and product groups, if available. It is prohibited to modify, copy, distribute, transmit, display, publish, sell, license, create derivative works or use any content for any other purposes than that of this presentation, i.e. providing information about ING Group and its lines of business. No Liability While ING Group and ING companies use reasonable efforts to include accurate and up-to-date information in this presentation, errors or omissions sometimes occur. ING Group and ING companies expressly disclaim any liability, whether in contract, tort, strict liability or otherwise, for any direct, indirect, incidental, consequential, punitive or special damages arising out of or in any way connected with your access to or use of this presentation, and/or any other ING companies' presentations whether or not ING Group and/or ING companies were aware of the possibility of such damages. All information in this presentation, including but not limited to graphics, text and links to other communication means, is provided "as is" and is subject to change without prior notice. Such information is provided, to the fullest extent permissible pursuant to applicable law, without warranty of any kind express or implied, including but not limited to implied warranties of merchantability, fitness for a particular purpose, non-infringement from disabling devices. ING Group does not warrant the adequacy, accuracy or completeness of any information in this presentation and expressly disclaim any liability for errors or omissions therein. Users are responsible for evaluating the accuracy, completeness or usefulness of any information or other content available in this presentation. 35

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