Lida Wang
Analyst · Bank of America Merrill Lynch. Please go ahead
Thank you Leandro, lately lot of developments have happened but one of them in Pampa’s history, the takeover of Petrobras on July 27. Since our last call on May, when we announced the signing of FDA, we have been working very hard on fulfilling all the conditions presented in record time, especially in successfully refinancing Petrobras Argentina's outstanding bonds Series S by issuing another bond Series T $500 million bond due in seven years and on a 7.5 yield. We are proud because we not only acquired a terrific company with great assets; we started with the right foot by coming back to the international market at a very attractive yield [indiscernible]. The final purchase price after adjustments amounted to $897 million which implies a value of $1.3 billion for 100% of the equity of Petrobras Argentina. Still we are waiting for the closing of the assignment in the Aguarague block by Petrobras Argentina in favor of Tecpetrol which might imply a reduction of the price of approximately $2.5 million. Without this ticket, Pampa funded with a combination of own cash for $280 million which partly paid the 20% advance of purchase price at the signing of the SPA. Collected sale proceeds of TGS for $161 million, transaction that we closed in the same day as Petrobras Argentina for the final price of $241 million, which I will briefly comment about this later. A syndicated loan granted to Pampa which originally was up to $700 million and increased $50 million more as Crédit Agricole and Banco Hipotecario joined the syndicate originally composed by Deustche Bank, Citibank, ICBC and Banco Galicia. As well as another high probability that the Argentine National Pension Fund (ANSES) will dispose it’s assets among them are 11.8% of Petrobras Argentina. However, as a result of the sale of TGS and such proceeds used to fund the ticket, the commitment amount was reduced by $150 million. Being the syndicated loan, final committed amount of $600 million, of which 75% is in US dollars denominated currency and the rest is in Argentine pesos. That syndicated loans financed $271 million with the transaction and the remaining will partly finance a mandatory cash tender offer for the minority shareholders of Petrobras that I will later comment on. The committed amount is available for six months during one year after the disbursement and accruing an interest rate of LIBOR plus 700 basis and increasing with time for the US dollar tranche, for the peso tranche will be LIBOR plus 550 basis. Private financing of $225 million of which $85 million came from internal with Petrolera Pampa and $140 million from a loan with YPF and might be can still canceled as YPF option yearly cash or for credit our agents under disposal of our part, one third of Río Neuquén and 80% of Aguada de la Arena. And our sales were $50 million of financing from an investment vehicle led by the controlling shareholders of Pampa along with other investors which [indiscernible] 20% of the signing of SPA and the balance was paid at the closing of the transaction. This debt will be subordinated to the syndicated loans and before the duration of the shares exchange offering or the merger between Pampa and Petrobras Argentina, the company committed to cancel the further amount with ADRs of Pampa and as we previously informed this is a related party transaction it was submitted and consider reasonable by the audit committee of Pampa. As it was informed when we announced the acquisition of Petrobras Argentina in compliance with capital markets law Ley de Mercado de Capitales relating to the mandatory tender offer to be made in the event of change of control and indirect acquisition, Pampa disclosed its intention for carrying out a mandatory cash acquisition offer and voluntary shares exchange offer addressed to all minority holders of Petrobras Argentina. On May, and June the Board Of Directors and shareholders’ meeting of Pampa respectively, resolved to formally promote those offering being one, the price of the cash acquisition offer set at $0.6574 per Petrobras share as a result of replicating per-share to base price offered to Petrobras Brazil, there is $892 million. The cash acquisition offer shall be paid in pesos at the official exchange ask rate. The issuance of up to 320 million new ordinary shares of Pampa equivalent to 12.8 million new ADRs, which will be paid in kind to the minority shareholders of Petrobras that wishes to participate in the exchange offer. This capital increase of Pampa only represents a maximum of almost 16% of Pampa capital stock and after the increases. The ratio of the exchange offer will be weighted average - will be the weighted average price of Pampa shares during the five days prior to opening of the offer divided by the base price of Petrobras Argentina per share. Pampa’s board will have the discretionary of making plus 10% or minus 10% adjustment on Pampa’s average share price. As of today, both offerings have yet not been approved by the Argentine SEC, the CNV. The company is currently in the process of complying all the requirements in order to be able to consummate them as soon as possible. That said, notable fields the same period that we applied the base price we applied the global price of $892 million minus $2.5 million adjustment to the price per share of Petrobras Argentina implying a purchase price of $0.659 per share which converting to pesos, it amounts to ARS10.01 per share of Petrobras Argentina. In the event the financing provided by the syndicated result is not enough to meet the payment of the cash acquisition offer, Pampa will borrow from Grupo MTRES, a vehicle controlled by certain controlling shareholders of Pampa for up to $25 million which will be diverse only upon the request of the company. This debt in case of being materialized it is also subordinated to the syndicated loan. We will consolidate Petrobras Argentina results by next quarter. Oil and gas, E& P business will dominate our P&L as we will be adding new segments to Pampa; downstream, gas midstream, petrochemicals and enhancing generation full capacity. So, Pampa strategies onwards consists of merging Pampa with Petrobras Argentina operating as a single entity as the end of the year and being Pampa the absorbing entity, still after being truly analyzed it will be submitting for the approval of both companies’ Board Of Directors and Shareholders meeting. Moreover, as related to what I mentioned before, due to the expiration of the exclusivity period with Harz Energy for the sale of Pampa’s 25.5% indirect stake in TGS, Pampa began again the process of selling to other interested parties. So, on July 19, Pampa agreed to for $241 million to a consortium buyer composed by the Sielecki family and Grupo Werthein. The at signing of the documents, the buyer paid $8 million and at the same time the closing for Petrobras Argentina will carry out the closing of the sale of TGS being $241 million the final price and $153 million paid by the buyers coming to $161 million that I was telling you before. The remaining $80 million shall be paid on or before February 15, 2017 accruing 5% annual interest rate. Going on to the news in generation segment, officially Loma de la Lata power plant, on July 15 the new 105 megawatt high efficiency gas turbine was commissioned for service including Loma de la Lata sole capacity to 645 megawatt. However, as of today, still negotiating with CAMMESA the final terms of the PPA. Moreover, on July 1, Loma de la Lata committed to a ten-year CVA as a word to that tenders for new generation capacity. As stipulated in the SEE resolution 21-16. In same tender, generation subsidiaries of Pampa submitted four different new generation projects, out of which one was awarded. The awarded project consists of the expansion of Loma capacity to the new GE aeroderivative gas turbine with a gross generation capacity of 105 megawatt the same unit we just installed in Loma de la Lata. The estimated cost of the project amount to $90 million plus VAT. Once the addition is completed, which is estimated to be August 2017, Loma will reach a total installed capacity of 750 megawatt. The [indiscernible] remuneration full capacity for our initial fixed price of $24,000 per megawatt monthly basis during the first six years and then decreasing to $20,000 per megawatt monthly for towards the last years of the contract. The agreed variable price is $12 per megawatt hour. Moreover, in our goal of supporting the development of renewable energies in the country on May 17, Loma acquired 100% of the share capital Parques Eólicos del Fin del Mundo for $670,000. Fin del Mundoas is a developer of Parque Eólico de la Bahía project, 50 megawatt installed capacity wind farm to be built in Bahía Blanca, Buenos Aires province. Fin del Mundo holds the right to also for 500 hectares field, in which wind having measured for the last four years. Going on to Petrolera Pampa news, on July we collected the payment of ARS455 million as compensation owned to the Plan Gas program as of December 2015 through the delivery of BONAR 2020 for a face value of almost $30 million. Such bonds face restrictions on its transferability setting a limit of up to 3% per month without penalty with the exception of subsidiaries and/or affiliates as well as requires the filing of information on a monthly basis. Moreover, moving to our last section, on June, Petrolera Pampa issued BONAR Series 8 for an amount of ARS403 million bullet in 12 months, and Badlar plus 400 basis. Also on March, Petrolera Pampa was granted by Santander a loan for $120 million maturing bullets in 18 months and accruing an interest rate of 7.5%. Finally in the news recap, our power plant Güemes issued two series of bond [indiscernible] Series 7 for ARS173 million at Badlar plus 350 basis maturing bullet in 18 months and the US dollar link Series 8 for $1.4 million payable in four year bullet and at 7% interest rate. So, regarding the results, Pampa’s consolidated results, first let me remind you that because we control Transener, we only consider 50% of this adjusted EBITDA. Moving to the results in the second quarter of 2016, we recorded negative EBITDA of ARS328 million compared to a positive EBITDA of ARS853 million in the same period of 2015 mainly due to reductions of ARS100 million in transmission, ARS1.6 billion in distribution and higher losses of ARS46 million in holding another, partially offset by increases of ARS45 million in generation and ARS551 million in oil and gas segment. The higher EBITDA in our generation segment was mainly even by higher price for oil capacity remuneration from the application of resolution 22 compared to 2015 second quarter prices that were under the old pricing scheme. The peso generation which impacts our US dollar contract which we sell the energy to CAMMESA as well as Energía Plus as well as lower losses on the natural gas purchases due to increased recognized prices by CAMMESA for gas segment. This said, were partially offset by a lower electricity generation which is mostly due to technical problems and lower availability of debt in our thermal units overhaul expenses in [indiscernible] and also due to increasing operating cost. In the transition segment, EBITDA fell ARS100 million pesos during the second quarter in 2016 versus the same period of last year nearly because the increase in operating costs outpaces the accruals of revenue corresponding to the renewal agreements. Moving on briefly to the distribution segment which was previously reviewed by Leandro, during the second quarter of 2016 the EBITDA decreased by ARS1.6 billion on a consolidated basis compared to the same period of 2015, mainly because of the injunctions on tariff increases to certain consumers and increasing operating costs. In the oil and gas business, in the second quarter of 2016 reported and adjusted EBITDA of ARS716 million compared to ARS182 million in the same period of 2015. This EBITDA was mainly driven by a higher natural gas sales from the joint venture between Petrolera Pampa and YPF Rincón del Mangrullo as well as the effect peso evolution impacting our U.S. dollar sales price. In that sense, during the second quarter of 2016 we produced an average of 2.7 million cubic meters per day versus 1.2 million cubic meters per day in the same period of 2015. This is representing 125% quarter over quarter increase. This agreement with YPF signed in 2013 and initially committed to invest $150 million later was extended in May and then this year an increase to a total investment from Petrolera of around $420 million to be done until 2017. As of June, under this joint venture we have 101 productive wells with around 2.3 million cubic meters per day of natural gas production during the quarter. Overall, including the agreement with Petrolera and Apache, as of June, we have 133 productive wells. Finally, on holding and other segments, we presented negative EBITDA of ARS54 million in the second quarter of 2016 compared to a loss of ARS7 million in the same period of 2015. Finally, in terms of the net income, Pampa presented a consolidated loss of ARS1.1 billion in the second quarter of 2016 of which ARS668 million corresponds to the shareholders of the company compared to a gain of ARS61 million in the same period of 2015. It was mainly due to the Edenor’s injunction, a higher losses financial liability exchange rate different and interest, as a result of peso’s depreciation against US dollar partially offset by higher profits from gas upstream in Petrobras and Pampa and exchange rate difference from the holding of financial instrument. So this concludes our review for Pampa Energia, now we open the floor for questions.