Overview of Financing Alternatives Public Company Asset Sale Equity Capital Markets M&A Private Placement Marketed Offering Overnight Block Trade (Primary / Secondary) Convertible / Exchangeable Bond Rights Offering Private Funding Alternatives Private Company Shareholder Loan Credit Line
Private Placement
Initial Public Offering (IPO) Reverse Takeover Spin Off IPO Follow-on Offering Public Fund Alternatives Debt Capital Markets High Yield High Grade Capital Raising A companys financing needs change constantly depending upon: Growth profile Credit rating Financial health / cash position Strategic planning M&A activity 2
Objective and use of proceeds (capital expenditures, acquisition, working capital, refinancing, capital reallocation etc) Capital structure position (gearing, capitalization, debt coverage, Interest coverage, impact on rating etc) Cash flow profile (current and projected cash flow) Stock price (overvalued, undervalued) Global capital market condition and outlook (credit and equity market liquidity and sentiment) Access to conventional financing (eg. bank loan) Timing Sector and business outlook Pricing
Capital Raising Considerations Between Raising Debt and Equity
Factors That Drive Decision Making Process 3 Capital Raising Initial Public Offerings First time listings, offer shares to public Expand financing alternatives Follow-ons/ Rights Offerings Primary offering post listing No dilution to existing shareholders (assuming rights are fully exercised) Fully underwritten Follow-ons/ Block Trades Typically secondary sales Transaction is executed in an overnight or accelerated placement Priced relative to technical (size, float, liquidity, volatility) and fundamental (research, earnings, valuation) benchmarks Convertible Offerings Hybrid securities Taps different shareholder base Priced relative to volatility, interest/credit profile, valuation Equity Capital Market Financing Alternatives 4 IPO Process Diversify Investor Base Efficient Means Of Realizing Value For Current Shareholders Expand Financing Alternatives And Reduce Overall Cost Of Capital Enhance Commercial Visibility Reinforce Public Accountability Attract And Retain The Best Management And Employees Create Stock Currency For Acquisitions Creates Liquidity For The Issues And Shareholders Why Become a Public Company? 5 IPO Process Who Will be Involved? Independent Appraiser Share Registrar Public Relations Firm Notary OTHERS Industry Consultant Printer ISSUER Assist issuer counsels and Bookrunner in matters of international law Assist issuer counsels and Bookrunner in matters of Indonesian law Prepare audited financial accounts, provide comfort letter Underwriter Counsel Domestic Underwriter Counsel International Accountants Bookrunner Manage overall process together with Company & Shareholders Legal audit, provide legal opinion Issuer Counsel International Draft prospectus / documentation and assist issuer in the process Issuer Counsel Domestic 6 Phase I Preparation and Strategic Advice Corporate governance Shareholder structure Legal and accounting preparation Regulatory requirements Selection of key advisors Listing decision Offering structure & format Phase II Due Diligence, Documentation and Regulatory Process Kick-off: organisational meeting with advisors Due diligence Prospectus drafting Filing with exchange Draft underwriting agreement/ documentation Phase III Review and Marketing Preparation Valuation Create marketing story Prepare research analyst presentation Prepare and rehearse roadshow presentation Respond to exchange comments
Phase IV Offering Release pre-deal research Set size and price range Print prospectus Roadshow presentations by management
Phase V Pricing and Closing Determine offering price After-market trading Closing Ongoing research coverage Manage press strategy Commence investor relations program
IPO Process Overview of the IPO Process Typically a 6 - 7 months process 7 IPO Process Considerations on Sizing of Offering Optimal IPO Size Create Liquidity For The Stock In The Aftermarket
Secure Sustained, Quality Research Sponsorship Fulfil Primary Capital Needs Take Account Of Market Appetite And Environment Comply With Regulatory Requirements: Typical Freefloat Aim Is > 20% Satisfy Existing Shareholders Objectives 8 Overview After pre-marketing of research, Company and bookrunners agree on a price range Starting on the first day of the roadshow, and throughout its duration, investors place orders Orders include limit price and size of the order Pricing after bookbuilding in accordance with demand and price sensitivity Bookrunners Role Throughout the bookbuilding process, the bookrunners will sell the issuance and provide clarification On daily basis, keep track of the orders and record all orders placed through the syndicate IPO Process Bookbuilding Institutional Investors 250 350 400 600 750 800 1,000 1,250 1,500 0 400 800 1,200 1,600 2,000 1 2 3 4 5 6 7 8 9 US$m Tier I US$m Others Illustrative Example of Daily Build-Up Demand Assuming $500m Equivalent IPO Size Tier 1 Subscription Level: 2x Overall Subscription Level: 3x 9 IPO Process Pricing Mechanism Valuation Range Higher Lower Research analyst presentation Pre-Research publication Price range at the time of preliminary prospectus Preliminary prospectus distributed IPO pricing agreed IPO Price The Path to the IPO Price
10 Stabilisation One of the bookrunners is appointed stabilisation agent by the company The stabilisation agent will have the possibility to use the overallotment option (Greenshoe) as a stabilisation mechanism Sales & Trading Sell research product to market Maintain liquidity Research Regular reports published Marketing of the company to investors Investor visits Investor Relations / Corporate Brokerage Investor Relations advice Investor Relations roadshows and conferences Market updates Information on trading flows Investor targeting IPO Process Post Listing Support 11 MNC Sky Vision US$227MM IDX IPO IPO Case Study 12 Issuer PT MNC Sky Vision Tbk (MSky) Selling Shareholder PT Bhakti Investama Tbk Total Shares Offered 1,413MM shares (2-% of enlarged TSO), upsized from 1,100MM shares (16% of enlarged TSO) Listing Venue Indonesia Stock Exchange (IDX) Primary/Secondary Approximately 60% primary, 40% secondary Pricing/Listing Date J une 22 / J uly 9, 2012 Offer Price (Price Range) IDR1,520 (IDR1,460 1,750) Tranche Structure Institutional 99% / Retail 1% Joint Global Coordinator Morgan Stanley, J .P. Morgan, MNC Securities Use Of Proceeds 70% capex; 30% debt repayment, working capital Domestic Underwriters Danareksa, MNC Securities Lock Up 12 months on Company, 6 months on selling shareholder, 3 months of shares representing 5% Transaction Highlights Offering Size IDR2,174Bn / US$227MM Implied Market Cap IDR10,713Bn / US$1,136MM (no greenshoe) MNC Sky Vision US$227MM IDX IPO IPO Case Study 13
Bookbuilding in a Challenging Market Conditions
Source Capital IQ 85 90 95 100 105 1-May 16-May 31-May 22-J un J CI S&P 500 MSCI AxJ -7% JCI -5% S&P 500 -10% MSCI AxJ Start Book- Building Jun-18 Pricing Jun-22 Transaction was priced at IDR1,520 per share, implying a market capitalization of approximately US$1.1Bn MSky was valued at 15x FY2011 AV/EBITDA. Valuation also represents a premium to regional and global pay TV operators on a forward AV/EBITDA basis
Volatile market conditions were mitigated by a well-calibrated marketing strategy Significant orderbook buildup on the first day from anchor investors enabled a books covered message to be communicated to the market, building momentum in the transaction Roadshow was launched on the back of price insensitive shadow book Deal was upsized on the back of strong demand from international accounts, increasing deal size from 16% to 20% of enlarged capital Equity Capital Market Financing Alternatives Follow-on Offerings: Block Trade Offering of primary / secondary shares in an accelerated process, usually overnight Distribution of shares through coordinated offering to institutional buyers Advantages: speed of execution, minimize price risk and no marketing required Disadvantages: this may not be price maximizing alternatives, as a block trade usually priced at discount
Bought Deal Underwriters directly buy stock for overnight distribution Overnight risk trade /capital commitment Backstop Deal Underwriters to provide a price range prior to launch, with an agreement to underwrite the shares at the wide end of the range The profit arising from the difference of final clearing price and underwritten price will be shared Overnight risk trade / capital commitment
Best Efforts Accelerated Bookbuild Distribution of stock through organized offering to institutional and retail buyers Orders are gathered in an overnight book building process post market close
14 Matahari Dept Store US$1.5Bn Re-IPO Re-IPO Case Study 15 Issuer PT Matahari Department Store Tbk (MDS) Selling Shareholder Asia Color Company Ltd (CC) and PT Multipolar Listing Venue Indonesia Stock Exchange (IDX) Primary/Secondary 100% secondary Pricing Date 25 March 2013 Free Float Post Deal 47.35% (post greenshoe) Implied Market Cap IDR31,659Bn . US$3,257MM Joint Global Coordinator Morgan Stanley, UBS, CIMB Cornerstone Investors Commit 32% of base offer size: Blackrock, Fidelity, GIC, Schroders, Soros, Capital World, Azentus, EPF, MSIM, Hwang, Och-Ziff, T Rowe Price Lock Up 12 months on Company, 6 months on Selling Shareholder, 3 months of shares representing 5% Transaction Highlights Offer Price (Price Range) IDR10,850 (IDR10,000 11,250) Offering Size IDR14,406Bn / US$1,481MM Matahari Department Store US$1.5Bn re-IPO Re-IPO Case Study 16
A landmark transaction in Asia and Indonesian capital markets Largest IDX secondary selldown Largest equity offering in Indonesia since 2008 Largest consumer/retail equity offering in SE Asia Largest consumer/retail secondary equity offering in Asia ex-Japan Largest department store equity offering since 2009
Transaction Highlights Deal priced at IDR10,850, at the top half of the marketed range Transaction was launched with 32% of the base transaction covered by marquee Tier-1 cornerstone investors, on the back of a successful cornerstone process Bookrunners were able to guide investors to a valuation of 27x 2013E P/E, by highlighting MDS dominant market share, cash generation and earnings growth profile Transaction was well oversubscribed, with c.74% allocated to long-only investors Enhanced free float enables MDS to benefit from a special tax incentive for listed companies with a minimum 40% free-float, further enhancing MDS's earnings profile Etisalat/XL Axiata US$510MM Block Trade Block Trade Case Study 17 Company PT XL Axiata Tbk (EXCL) Vendor Etisalat International Indonesia Discount Range 6% Discount to Close (IDR6,700); 4.1% Discount to 1 Day VWAP (IDR6,570); 0.7% Premium to 3 month VWAP Market Cap US$6,014MM Days of Trading 332 Days (Last 1 Month) Pricing Date September 13, 2012 Price Range IDR6,100 - 6,300 Lock Up 90 Days Joint Bookrunners Morgan Stanley, J .P. Morgan Transaction Highlights Total Offer Size IDR4,883Bn / US$510MM Distribution Reg S / 144A Third Largest Selldown Ever and Largest Telecommunication Selldown in Indonesia Since 1997 Etisalat/XL Axiata US$510MM Block Trade Block Trade Case Study 18 0.0 5.0 10.0 15.0 20.0 3,600 4,500 5,400 6,300 7,200 1-J an 20-Feb 9-Apr 28-May 16-J ul 13-Sep Volume EXCL IDX EXCLs Stock Price Performance Prior to Deal Against IDX; Rebased to EXCLs Share Price IDR Shares (MM) Source Bloomberg as of September 12, 2012 +9% +48%
To mitigate against low liquidity of the stock, a wall-crossing process was deployed prior to deal launch to engage key investors and in the process contributed to demand visibility in the market Swift books covered message sent a strong signal to liquidity event specialists in the market, generating significant tailwind in orderbook momentum capable of covering the book by more than 1.5x Deal was subsequently priced at the top of the marketed range (IDR6,300), at 6.0% discount to the close of the day (IDR6,700) representing a 2012E AV/EBITDA of 6.5x, a 12% premium to EXCLs closest comps (Indosat and Telkom) Final orderbook was well oversubscribed by various bluechip institutions Transaction was launched on the back of EXCLs share price closing at IDR6,700, within 7% of its all time high Transaction represented 1 year worth of trading volume Pros
Offers pre-emption rights to all shareholders and protects them from dilution Allows existing shareholders to benefit from future upside Rights can be traded (nil paid) Generally underwritten prior to launch, creating certainty of proceeds
Could be used to raise a large amount of capital without advance shareholder approval
Cons
Significant dilution for shareholders who do not take up rights, but no loss of value if they sell their rights
Current shareholders may not be willing or able to increase investment May require a deep discount to current stock price (larger than in bookbuilding method), creating challenging optics Often seen as a last resort Less of an opportunity to broaden the shareholder base
Rights offers are typically fully underwritten transactions through which an issuer can raise significant amount of proceeds from its existing shareholders Support from existing shareholder(s) willing to take-up rights is critical Excess shares not taken up through excess applications can be placed by underwriters to the public
Equity Capital Markets Financing Alternatives Rights Offering 19 If shareholders are unable to exercise their right for legal/logistical reasons, they may be compensated by a cash payment equal to the difference between the net rump placement and underwriting price
Companies will issue rights to their existing shareholders upon record date At that time, a fixed ratio of new shares that may be purchased per old share will be set Existing shareholders will have the option to trade their rights
during the subscription period or exercise the rights at the subscription price
Rights are valuable as they represent an economic interest to which investors are entitled. This right contains option value and can often be traded/transferred on the exchange where the common stock is listed
Existing Shareholders with Subscription Rights Shareholders typically exercise their rights during the last few days of the subscription period for financing reasons and to ensure that the market price of the stock does not fall below subscription price Equity Capital Markets Financing Alternatives Mechanics of Rights Offering Trade Rights Exercise Rights Do Nothing/Lapse Right 20 BNI US$1.2Bn Rights Issue Rights Offering Case Study 21 Issuer PT Bank Negara Indonesia Tbk (BNI) Transaction Structure Rights Offering with RoI not exercising its Rights; then sells its rights to underwriters/new investors through a concurrent private placement Market Cap IDR59Tn (US$6.6Bn) Rights Price Range IDR2,300 IDR3,700 Offer Size IDR10.5Tn (US$1.171MM) Offer Price IDR 3,100 Discount to Close 19.5% P/Bv 2.18x TERP IDR3,714 Discount to TERP 16.5% Transaction Highlights Rights Ratio 110,473 new shares for every 500,000 existing shares (1 for 4.5) Size of Offering IDR10,461MM (US$1,171MM) Lock Up BNI: 12 months, RoI: 6 months Joint Bookrunners Morgan Stanley, Goldman Sachs, UBS, Credit Suisse, Macquarie, Bahana IDR 3,400 11.7% 2.14x IDR3,714 8.5% IDR8,406MM (US$941MM) Rights Offering Placement of Government Shares Rights Offering Case Study BNI US$1.2Bn Rights Issue
Unique structure with the RoI renouncing its rights. The rights were excercised (by the local underwriter) and the underlying shares were sold to institutional investors via a bookbuild process Significantly tighter discount to TERP compared to average Asian rights issues since 2009 (-25.8% discount to TERP for Asian precedents)
Tightest discount to TERP achieved for a Bank capital raising since the beginning of the financial crisis Transaction Structure
Pre-offer, Republic of Indonesia (RoI) was a 73.3% shareholder in BNI and has announced that it will not be taking up its rights shares Brings the RoI stake to just under 60%, in line with the Governments long term target shareholding level Increases the free float and liquidity of BNI Makes BNI eligible to receive a 5% tax benefit, reserved for IDX listed issuers with a free float of over 40% Equity Placement Mechanics
22 The Largest Indonesian Equity Offering since 2008 and The Largest Indonesian Financial Institution Equity Offering Ever Pros
Quick execution (Marketing requires minimal management time) Cheap debt (lower coupon / yield than straight debt) Sale of equity at a premium / monetize future stock price growth Substantial structural flexibility (currency, maturity, coupon, premium, issuer call, investor put and other innovative structural features) Diversifies investor base No restrictive financial covenants Cons
Potentially dilutive (although less than straight equity Potential refinancing risk if stock doesnt perform Prior to conversion, companys debt increase
Debt security that is convertible into a fixed number of shares at the option of the holder Conversion price determined at issue Lower coupon / yield than straight debt due to the embedded conversion feature If conversion occurs, sale of equity at a premium to todays price If conversion does not occur, below market-rate debt financing
Equity Capital Markets Financing Alternatives Convertible Bonds 23 Convertible Bond Issue Features: Low yield debt (subsidized through the sale of an equity option) Sale of underlying shares at a premium and receipt of full proceeds at issue Retention of voting rights and dividends in underlying shares until exchange
Credit spread of the Issuer but equity characteristics of the underlying stock are used Significant structural flexibility maturity, put, call, premium, coupon and yield are all able to be adjusted to meet the specific requirements of the Issuer
A bond issued by Company A exchangeable into shares of Company B (usually a subsidiary or company in which the issuer owns a stake) Exchanges into Shares of Company B Converts into Shares of Company A Company B Owns Stake Equity Capital Markets Financing Alternatives Exchangeable Bonds Company A 24 Common Uses of Proceeds General corporate purposes Refinancing maturing debt outstanding Finance purchase price of acquisitions Fund share repurchases / shareholder returns Finance liability management opportunities (e.g. tendering for high- coupon debt outstanding) Fund contributions to pension plans Add leverage to support growth Capital Structure Diagram
Tenor of Debt Securities
Senior Secured Debt Senior Unsecured Debt Subordinated Debt Hybrids Preferred Stock Lowest Risk / Cost Highest Risk / Cost First Priority Last Priority < 9 mo. 3 - 7 Years 30 Years Commercial Paper Medium-Term Notes Senior Unsecured Subordinated Structured Retail Preferred Stock Debt Capital Markets Financing Alternatives Capital Raising 25 Tower Bersama US$300MM High Yield Bonds High Yield Bonds Case Study 26 Issuer TBG Global Pte Ltd Parent Guarantor PT Tower Bersama Infrastructure Tbk Corporate Rating Ba2 Stable / BB Stable (Moodys / Fitch) Format Reg S / 144 A Issue Rating Ba3 / BB (Moodys / Fitch) Type Senior Unsecured Notes Offering Size US$300MM Annual Coupon 4.625% Joint Bookrunners Morgan Stanley, UBS Yield 4.625% Use of Proceeds Partial repayment of senior debt, repayment of existing List Co debt Transaction Highlights Maturity April 3, 2018 (5NC3) Issue Price 100% Orderbook was 13.7x oversubscribed at US$4.1Bn from more than 244 distinct investors. The 4.625% coupon is the lowest coupon ever achieved by an Indonesian high yield (non-SOE) corporate