Global Infrastructure & Project Finance. Entrevias Concessionaria de Rodovias S.A. Second Issuance of Debentures Presale Report

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1 Entrevias Concessionaria de Rodovias S.A. Second Issuance of Debentures Presale Report Ratings New Issues BRL1,,, Second Issuance of Debentures Rating Outlook Stable BB(exp) AA(exp)(bra) PRESALE DISCLAIMER: Expected Ratings do not reflect final ratings and are based on information provided by the issuer as of Nov. 2, 217. These expected ratings are contingent on final documents conforming to information already received. Ratings are not a recommendation to buy, sell or hold any security. The offering circular and other material should be reviewed prior to any purchase. Rating Rationale Transportation / Brazil Summary: The ratings reflect the operational profile of the concessionaire, with heavy vehicles representing close to 6% of the traffic in both sections. The North Section of the toll road has a proven traffic base and should represent two-thirds of total traffic. The South Section, a newer stretch, is crucial for the region s agricultural production flow. The senior debt structure is indexed to inflation, and has a six-month reserve account and restriction on cash distribution up to 224, a period of higher investments when the debt service coverage ratios (DSCR) are below 1.x, which provides adequate liquidity, in line with the rating category. The Stable Outlook reflects Entrevias Concessionária de Rodovias S.A. s strong ability to absorb a demand shock. The concessionaire is able to withstand a 29% traffic decrease in 224 before defaulting on its debt service in Fitch Ratings base case. Key Rating Drivers Related Criteria Rating Criteria for Infrastructure and Project Finance (August 217) Toll Roads, Bridges and Tunnels Rating Criteria (August 217) Volume Strongly Linked to Economy (Volume Risk: Midrange): Entrevias concession is divided into two sections. The North Section, which crosses Ribeirão Preto, has a long track record of traffic and is expected to represent two-thirds of total traffic, according to the independent engineer demand study. The South Section, which crosses Marilia and connects the states of Sao Paulo and Paraná, is crucial for the flow of agricultural production. Entrevias traffic profile presents around 6% of heavy vehicles, and Fitch expects that volume to perform in line with the overall economic outlook. Tariffs Readjusted by Inflation (Price Risk: Midrange): The concession agreement allows annual inflation pass-through, and tariffs on the North Section have been readjusted accordingly without great effect on volumes. The regulatory framework is well defined and provides for enforceable contracts. Political measures that affected tariff readjustments were offset by other mechanisms to preserve the contract s financial/economic balance. Extensive Capex Plan (Infrastructure Development/Renewal: Midrange): Entrevias has a heavy investment plan to comply with the concession agreement and accommodate the South Section s medium- and long-term traffic forecasts. The issuer has a well-developed infrastructure and renewal plan. Construction works are simple, making it easy to replace the contractor if necessary. Adequate Debt Structure (Debt Structure: Midrange): The proposed debenture is senior and indexed to inflation, providing a natural hedge to the debt. The amortization profile is back loaded and the covenant related to dividend distribution is not viewed as a strong protection because it includes equity in its calculation. This weak feature is partially mitigated by the cash distribution restriction until 224. Analysts Uilian Mendonça uilian.mendonca@fitchratings.com Alessandra Braga alessandra.braga@fitchratings.com Financial Profile: The issuer has low leverage, measured by net debt/ebitda, with a peak of 2.3x in 224. DSCR averages.9x during the debenture tenor in Fitch s rating case. The cash generation deficit is mitigated by the existence of significant retained cash balances up to 224, by a loan life coverage ratio (LLCR) of 1.5x and by the long tail of the concession, which matures in 247, leading to a project life coverage ratio (PLCR) of 2.8x in Fitch s rating case. This presale report reflects information at the time that Fitch s Expected Ratings are issued and as of the date of this report. Investors should be aware that the transaction has yet to be finalized and changes could occur. Investors should refer to Fitch s related Rating Action Commentary issued at transaction closing for final ratings. Final ratings will include an assessment of any material information that may have changed subsequent to the publication of the presale.

2 Peer Group Empresa Concessionária de Rodovias do Norte S.A. (Econorte, National Long-Term Rating of the third issuance of debentures AA [bra]/stable) is the issuer with the closest financial profile to Entrevias in Brazil. Both toll roads have low leverage, and Entrevias has an average DSCR below 1.x, compared with Econorte s 1.2x. However, this is mitigated by Entrevias substantial retained cash up to 224, which allows it to serve its debt during periods of higher investments. Entrevias also has a higher LLCR of 1.5x, compared with Econorte s 1.1x. Entrevias has a longer tail before concession maturity of 16.5 years, which gives Entrevias a PLCR of 2.8x in Fitch s rating case. Econorte s tail is less than two years. Rating Sensitivities Future developments that may, individually or collectively, lead to positive rating action: Traffic growth that increases cash balance significantly above Fitch s base case on a sustained basis. Future developments that may, individually or collectively, lead to negative rating action: Traffic growth does not meet Fitch s rating case, reducing the project s liquidity by an accumulated BRL6 million in the following years; Sustained two-digit deviations in capex above Fitch s base case. Project Overview Entrevias is a special purpose vehicle that owns the rights and obligations to explore, maintain and expand 57km of roads in the state of Sao Paulo, divided into seven highways that connect the north of Parana and the southeast of Minas Gerais: SP-266, SP-294, SP-322, SP-328, SP-33, SP-333 and SP-251. The concession was granted by Sao Paulo s state government in 217, mediated by the Public Transport Regulatory Agency of the State of Sao Paulo (Artesp) and has a 3-year tenor. The concession is divided into two sections, which are not directly connected to each other. North Section The North Section is located in northwest Sao Paulo, in the Ribeirao Preto region an important agricultural cluster and crosses 14 municipalities that have a total population of about 1.5 million. It is also an important connection with southeast Minas Gerais, where Uberlandia and Uberaba are located. According to the demand study provided by the independent engineer, this section will represent two-thirds of total traffic. The North Section has been under management of Vianorte S.A. (not rated) since 1998, which has a long track record of traffic. The Vianorte concession ends in March 218. South Section The South Section is located in the region of Marilia and is an important connection to Parana. The highways of the South Section connect 15 cities and are under the state government of Sao Paulo s management. It does not currently have toll plazas. The concession agreement establishes four future plazas for this section. Entrevias Profile Concession Maturity Status Project Location Extension (km) Type of Concession % of Heavy Vehicles 247 Operational/ in expansion Sao Paulo 57 State Approximately 6 Source: Entrevias. Entrevias Concessionaria de Rodovias S.A. 2

3 Entrevias won the right to operate the concession in March 217 by offering a fixed concession fee of BRL1.4 billion, divided into two installments. The first installment of BRL96 million was paid in June 217 through a capital injection of BRL35 million and the issuance of a BRL7 million subordinated debenture, and was acquired in totality by the project s shareholder. The second installment will be paid in March 218, when Vianorte will return the North Section to the grantor, with the resources of the second debenture issuance and an equity injection of BRL2 million. Project Summary Summary of Project Data Summary of Financial Data Project Type Toll road concession Rated Debt Terms BRL1, billion (single series), adjusted by IPCA plus 8.4% a. Project Location Sao Paulo (SP) Amortization Profile Interest paid annually, no grace period. Annual payment of principal, no grace period, customized with 89% of amortization between 226 and 23. Status Operational/in expansion Term before concession maturity 16.5 years Revenue Basis Volume Reserve Reserve account for debt service: six months; Reserve account for O&M: three months. Concession Granting Authority Artesp Transaction Triggers Net debt/ebitdar 3.75x. DSCR with cash 1.2x until 224. DSCR without cash 1.2x after 224. Operator Self-operated Indirect Shareholder Patria Infraestrutura III Fundo de Investimentos em Participações a Highest index between: (i) IPCA plus 8.25% annually; or (ii) IPCA plus internal Treasury return rate IPCA+ with half-year interest 226, maturity on Aug. 15, % annually. IPCA Índice de Preços ao Consumidor Amplo (Brazilian inflation rate. DSCR Debt service coverage ratio. Source: Transaction documents. Corporate Structure Patria Investimentos Source: Entrevias S.A. 1% Patria Infraestrutura III Fundo de Investimentos em Participações 1% Infraestrutura Investimentos e Participacoes II S.A. 1% Entrevias Concessionaria de Rodovias S.A. (Entrevias) Project Analysis Ownership and Sponsors Entrevias is controlled by Patria Infrastructure III Fundo de Investimentos em Participações, which is managed by Patria Infraestrutura Gestao de Recursos Ltda. (Patria Infraestrutura), a company in the Patria group (Patria, not rated), one of the leading managers of alternative investments in Latin America. Patria has been operating and developing business for 29 years and currently has 49 projects spread across Brazil, Mexico, Colombia, Chile, Peru, Argentina, Paraguay and Uruguay. It has USD9.6 billion of assets under management, divided into infrastructure, real estate, agribusiness, credit and private investment in public companies. Entrevias is part of the third round of infrastructure investments, which are being implemented through Patria Infraestrutura III, which has USD1.7 billion of assets under management. The fund indirectly owns 1% of Entrevias shares through the investment vehicle Infraestrutura Investimentos Participações II S.A. (not rated). Entrevias Concessionaria de Rodovias S.A. 3

4 Project Profile Operating Risk Entrevias will be self-operated, and its own team will maintain and operate the highway, which is the sponsor s first toll road concession. Patria Infraestrutura has a history of implementation and operation of large-scale projects in 11 sectors, and Entrevias built its operational plan based on the analysis of independent engineers and experienced employees in the sector. Another mitigating factor of the operational risk is the operation s low technical complexity. The debt structure provides a three-month reserve account to operate and maintain the highway. The issuer hired Setec Hidrobrasileira Obras e Projetos Ltda to conduct due diligence regarding Entrevias operational plan. Setec stated the operational structure is dimensioned consistently and in line with contractual requirements and concluded the issuer is in line with the country s toll road maintenance good practices. Setec also verified a conservative approach on operating cost and expense assumptions, which provides a safety margin to absorb price shocks. Entrevias main cost is highway and equipment maintenance, which represents 32% of operating expenses excluding the variable concession and fees payable to Artesp, which represents 6% of gross revenue. Traffic support costs, which include medical services and tow truck and incident services, account for 23% of total costs. Revenue Risk Volume Entrevias concession comprises rural highways that pass through two Operating Costs and Expenses Administration 19% Insurances Toll Operations 9% 4% Collection 13% Maintenance 32% Note: May not add due to rounding. Source: Entrevias. Traffic Support 23% important agricultural clusters of Sao Paulo Ribeirao Preto and Marilia. The traffic depends on the agricultural production of the region, which includes sugar cane, coffee, oranges, corn and soy. According to the independent engineer s study of demand, the share of heavy vehicles is approximately 6% and is highly correlated to the GDP. Entrevias traffic analysis used data from Vianorte for the North Section and from toll plazas with similar and nearby traffic profiles Transbrasiliana, Triângulo do Sol and Econorte for the South Section. Traffic counts and origin and destination surveys were also carried out at various points along the highway, which concluded that most trips are carried out within the area Entrevias covers, which limits traffic leakage because the time to deviate from the toll would be much higher than going through Entrevias. Light Versus Heavy Vehicle Traffic Vianorte (%) 1 Light Vehicles Heavy Vehicles Note: Numbers may not add due to rounding. Source: Arteris. Entrevias Concessionaria de Rodovias S.A. 4

5 Data from the Vianorte concession has been available since The Light Versus Heavy Vehicle Traffic Vianorte chart on the previous page shows the share of heavy vehicles reached 59% in 213 and decreased to 55% in 216, evidence that the Brazilian economic crisis severely affected heavy vehicle traffic. Total Traffic Projected in Fitch Cases (BRL Mil.) Scenario Base Case Rating Source: Fitch. Traffic growth projections for the coming concession years consider the GDP multiplier. As shown in the Real GDP Versus Traffic Growth chart below, Vianorte s traffic growth, which accounts for two-thirds of the vehicle traffic to be recorded by Entrevias, is correlated to real GDP and has a multiplier of 1.2x the GDP, disregarding exogenous factors. The projection for the two sections in Fitch s base case considers the multiplier to be 1.2x the GDP, which results in a CAGR of 2.4% from 217 to 23, the year the debenture matures. A 1.x multiplier was used in the rating case, resulting in a CAGR of 2.% for the same period. Real GDP Versus Traffic Growth Vianorte (%) (2) (4) (6) Annual Growth GDP Source: Arteris, Fitch. Extraordinary traffic growth derived from the investments, mainly in the South Section, was not taken into consideration. The toll roads currently do not present saturation and will not represent a time gain for the users after the completion of the works. Ancillary Revenues In addition to toll revenues, Entrevias benefits from revenues from optical fiber and wireless data network access, which represent approximately 1.% of total revenue in Fitch cases. Revenue Risk Price Average Tariff (BRL) The concession agreement establishes annual tariff readjustments in accordance with inflation and the completion of milestones in the concessionaire s investment plan, mainly related to the delivery of duplicated highway stretches by July 225. There is also a provision for extraordinary rate adjustments, which aim to restore the economic-financial balance of the concession, in the event the balance of the contract is altered. Toll collection is scheduled to begin in April 218 in the North Section shortly after Vianorte s contract ends and the second installment of the fixed concession fee is paid and in July 218 in the South Section. Entrevias has been operating the South Section since July 217, but the toll collection will only be authorized after the end of the Initial Intensive Investment Program. Source: Entrevias, Fitch. When the issuer takes over the North Section, it will be contractually obligated to apply a 15% discount on the current tariff. The resulting amount collected by Entrevias will be in line with the other highways of the second round of Sao Paulo concessions, which began in 28. Fitch considers the regulatory framework to be robust and believes all contracts will be honored. Artesp historically offset political measures that affected tariff readjustments with other Entrevias Concessionaria de Rodovias S.A. 5

6 mechanisms, such as when the annual readjustment was revoked in mid-213 due to strong protests. As a way to mitigate the impact on the concessionaires operating cash flow, the regulatory agency authorized the toll collection of the retracted axles of heavy vehicles and reduced the variable concession to 1.5% from 3.%. Infrastructure Development and Renewal Entrevias manages an already operational highway. The main obligation of its investment plan is to expand 211km in the South Section into double lanes in the next eight years. It will also require the construction of a 2.7-km bridge over the Tiete River, restoring and maintaining suburban highways, and building toll plazas and an operational control center. Double Lane Expansion Schedule (km) Year One Year Two Year Three Year Four Year Five Year Six Year Seven Year Eight Source: Entrevias. In the first year of concession, from July 217 to July 218, the issuer expects to complete the Initial Intensive Investment Program, which includes pavement maintenance, gardening and road signaling. It will also expand 9km of highways into double lanes in the Marilia region in the first year. The completion of the Initial Intensive Program is a pre-condition for collecting tolls in the South Section. Although the issuer has a well-developed renovation and infrastructure plan, it does not have an engineering, procurement and construction contract with a large construction company at fixed terms and prices. However, according to the independent engineer s analysis, construction work is simple and common, which makes it easier to replace the contractor if necessary and hire a number of contractors at different stages. The concessionaire s investment plan was estimated by the independent engineering company Egis - Engenharia e Consultoria Ltda. and evaluated by the independent consulting firm Setec, which considered the basis used for the development of the works to be consistent and the level of detail appropriate. According to Setec s report, the activity schedule was clearly defined, with possible and feasible deadlines. The value of the investments presented by the concessionaire is in line with those verified by independent advisors and a deviation greater than 13% is not anticipated, with a confidence level of 8%. In the Fitch base case, investments up to 226 will be approximately BRL2.6 billion, and the main sources of financing will be the concessionaire s own cash generation, the capital contribution of the shareholders and the issuance of debentures. Main Terms and Conditions The debentures will be issued in a single series of BRL1. billion, and the resources will be used in March 218 to pay for the second installment of the fixed concession of BRL416 million on the base date of April 217, to make investments and honor obligations operations. There is Entrevias Concessionaria de Rodovias S.A. 6

7 no grace period for interest and principal, and payments will be annual. The senior debt has real guarantees. Debt Structure Fitch considers the debt structure attributes appropriate for the rating category. Debt is senior and includes a six-month reserve account for its service. There are also cash-retention mechanisms and shareholders capital contribution obligations of BRL2 million, which improve the issuer s liquidity in the period of major investments up to 224. Second Issuance of Debentures Total Amount BRL1. billion Rate IPCA + 8.4% Term 12 years/december 23 Interest and Principal Payment Annual/No grace period IPCA Índice de Preços ao Consumidor Amplo (Brazilian inflation rate). Source: Entrevias. The payment of principal is concentrated at the end of the amortization period, with 89% of the obligations concentrated from 226 to 23. The index of interest of the debentures is the Índice de Preços ao Consumidor Amplo, or IPCA, the same index used to update the rates annually, constituting a natural hedge of the debt. Amortization Schedule Principal Interest (BRL Mil.) Source: Entrevias, Fitch. Guarantees The issue will benefit from the following real guarantees: Fiduciary alienation of all Entrevias shares; Fiduciary assignment with guarantee of 1% of the receivables and emerging rights arising from the concession. Project Accounts Debt Service Reserve Account The minimum balance of the debt service reserve account shall be equivalent to six months of the monthly average of the debtor balance designed for the payment of the next 12 months. Operating Reserve Account In addition to the reserve account for debt service, the debenture provides for a reserve account of extraordinary resources for operationalization and continuity of service rendering equivalent to three months of operating expenses. All the receivables of the issuer were assigned to the creditors, according to the Private Instrument of Fiduciary Assignment of Receivables and Other Covenants, and will be Entrevias Concessionaria de Rodovias S.A. 7

8 deposited in the linked account, with exclusive use of the depository bank. Only after the approval of the fiduciary agent will the corresponding amounts be transferred to the free movement account of Entrevias. Financial Covenants The second issue of debentures includes DSCR covenants. The index will be monitored every six months by the fiduciary agent, upon receipt of the financial statements, and will proceed from the following calculation: Until December 224: DSCR with cash, calculated by the formula EBITDA minus taxes plus or minus working capital variation minus investments plus financial income plus capital contributions plus cash balance, divided by the total debt service, and it should be equal to or greater than 1.2x. After December 224: DSCR without cash, calculated by the formula EBITDA minus taxes plus or minus working capital variation minus investments plus financial income plus capital contributions, divided by the total debt service, and it must be equal to or greater than 1.2x. In addition, the issue includes the net leverage covenant, measured by net debt/ebitda, which must be equal to or less than 3.75x. Additional Indebtedness Entrevias may issue more debts with an aggregate value of a maximum of BRL3 million, provided the following conditions are met: Maturity of up to one year; The funds raised are allocated in investment projects; Without guarantees provided by Entrevias. In addition, the liquid leverage covenant and DSCR should be observed. Financial Analysis Entrevias credit indicators are adequate for the assigned rating. In the base case, the average DSCR is 1.2x and the LLCR is 1.8x. In the rating, the average DSCR and LLCR are.9x and 1.5x, respectively. The issuer presents covenants that preserve solid cash balance in the concessionaire until 224, which guarantees adequate liquidity for the rating category. Debt Service Coverage Ratio (x) (.5) (1.) Administration Base Case Scenario Rating Scenario Source: Entrevias, Fitch. Entrevias Concessionaria de Rodovias S.A. 8

9 Cash Balance (BRL Mil.) Administration Base Case Scenario Rating Scenario Source: Entrevias, Fitch. The assumptions used by Fitch in the base case and rating s take into account the agency s methodology, the highway sector and its own understanding of the concessionaire. The assumptions reflect the macroeconomic projections for GDP, inflation and interest rates updated according to the Global Economic Outlook - December 217. Base Case Scenario Assumptions The main assumptions used by Fitch in its base case include: Increase in traffic of 1.2x the GDP; Adjustment of toll rates according to inflation in the period; Investments of BRL2.57 billion between 217 and 226; Operating expenses reported by the independent engineer; Capital contribution of BRL2 million until the settlement of the debentures. Rating Scenario Assumptions The same assumptions were used in the rating, with the exception of: Increase in traffic of 1.x the GDP; Investments of BRL2.72 billion between 217 and 226; Operating expenses are 11% of the value reported by the independent engineer. Project Stress Case Scenarios Additional stress case s were projected to assess the financial impact of individual stressors. Each incorporates the assumptions of the Fitch base case and modifies only the indicated variable each time. Stress Case Scenarios Scenarios Base Case Scenario Rating Scenario Opex Stress Capex Stress CAGR Demand Shock (218 a ) Demand Shock (224 a ) Operational Expenses (Opex) Equal to those of IE 1% above the IE s projections 61.5% above the IE s projections Investments (Capex) 6.5% above the IE s projections 13.% above the IE s projections 26.2% above IE s projections Traffic Growth (218 23) (%) (.4) (13.4) in 218 (28.85) in 224 Year of Break-Even a The demand shock is only applied for the indicated year, for the other years the 1.2x GDP multiplier of the base case is used. Opex Operating expenditures. IE Independent engineer. CAGR Composite Annual Growth Rate. Note: Break-evens take into account all available cash and reserves. Source: Fitch. Entrevias Concessionaria de Rodovias S.A. 9

10 Appendix: Estimated Cash Flow in Fitch Base Case Scenario Estimated Cash Flow in Fitch Base Case Scenario (BRL Mil.) Traffic (Equivalent Vehicles, Mil.) Average Tariff Toll Collection Revenues ,35 Ancillary Revenues Revenue Taxes (27) (41) (44) (48) (52) (57) (61) (65) (7) (75) (8) (85) (91) Net Revenue Operating Costs (77) (113) (119) (124) (13) (136) (143) (149) (156) (164) (173) (181) (19) General and Administrative (24) (25) (25) (26) (24) (23) (24) (24) (24) (25) (26) (27) (28) Expenses (12) (138) (144) (15) (154) (159) (167) (173) (18) (189) (199) (28) (218) EBITDA EBITDA Margin (%) Investments (217) (235) (285) (248) (259) (389) (483) (232) (175) (93) (45) (78) (51) Income Tax (8) (16) (18) (2) (25) (3) (35) (44) (46) (6) (83) (117) (153) Net Financial Result (33) Working Capital Variation (24) 2 3 (9) (3) (4) 5 (9) (7) () (6) Second Issuance of Debentures 1. Amortization of Short-Term Debt (15) Second Fixed Concession Installment (427) Capital Contribution 2 CFADS Debt Service (P&I) (125) (15) (96) (94) (97) (11) (11) (16) (268) (356) (419) (389) (351) Cash Overflow 44 (23) (36) (26) (91) Distribution of Dividends (399) (5) (74) (139) (159) (386) Cash Balance DSCR (x) N.A DSCR Minimum (x).1 DSCR Average (x) 1.2 LLCR (x) 1.8 PLCR (x) 3.2 CFADS Cash flow available for debt service. DSCR Debt service coverage ratio. N.A. Not applicable. LLCR Loan life coverage ratio. PLCR Project life coverage ratio. Source: Fitch. Entrevias Concessionaria de Rodovias S.A. 1

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