W|EPC: Dow Chemical’s $7B Net Zero Ethylene Cracker, Early Analysis – Q124

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W|EPC: Analyzing Energy Project Contract Terms – Risks, Strategies & Comps

Analyzing Energy Project Contract Terms – Part 1 – Risks, Strategies & Comps Across Stakeholder Groups – Q420

Analyzing EPC Risk Avoidance: Comps & Techniques For Investors, Owners, & Contractors

W|EPC analyzed ~$20B of publicly available EPC lump sum turn-key (LSTK) contracts, focusing on sensitive or contentious terms used to allocate risk, manage performance expectations, & establish a framework for third-party indemnification and liquidated damages, etc. (Pages 3, 5-7, & 9-17). Specific points of emphasis:

• Investors: Leveraging a project’s future expansion plans to protect ROE and/ maximize options (ROFR) options. (Pages 5, 9-11)
• Owners: Finding & justifying onerous contract terms as market or on-the-run.
• Contractors: Avoiding those onerous contract terms.

Analyzing Notable Risks

• Liability & Indemnity: Existing Facilities can be problematic for Contractors & expose stakeholders. (Pages 5, 9-11)
• Performance Guarantees & Damages: Numerous performance guarantees were publicly disclosed (likely inadvertently) that illustrates risks & production, emissions, and/or power consumption liabilities. (Pages 6, 12-14)
• Technical Risk Allocation: One project’s subsurface provisions are tighter and limit change orders provisions for differences in soils data. (Pages 7, 15-17)

Distributing Project Risk Amid A Ramp In Renewables

• The steep ramp in renewables demand & project development could create an opportunity/leverage for participating EPC providers to ultimately own less project risk.
• Certain renewable projects could struggle getting an EPC LSTK contract (typically advantageous for the project owner, at the expense of the EPC provider). Dominion Energy (D), for instance, was unsuccessful in finding an EPC provider to provide a LSTK contract for their Coastal Virginia Offshore Wind (CVOW) project.
• EPC providers may have some leverage here, at least for now. W|EPC believes integrating EPC contract strategies/terms earlier than traditional projects (i.e. hydrocarbons) will improve risk/reward.

W|EPC: Analyzing Energy Project Contract Terms – Risks, Strategies & Comps

Table Of Contents:

• Key Takeaways  – Page 2
• EPC Contracts Analyzed – Page 3
• Overview – Notable Risks for Any Projects – Page 4
  • Third-Party Indemnification – Page 5
  • Performance Guarantees – Page 6
  • Rely-Upon Information – Page 7
• Contract Analysis, Significance, Negotiation Strategies, & Comps – Page 8
  • Third-Party Indemnification – Page 9
  • Performance Guarantees – Page 12
  • Technical Risk Allocation – Page 15

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Webber R|A Barge Week- Part 2: The M&A Menu

Barge Week Continues at Webber R|A with our Barge M&A Menu, out yesterday.

The Barge M&A Menu: Assessing 2020 Consolidation Options includes:

• The Elephant In The Room – Inland Special Situations (Page 2-3)
• High Profile Coastal Distress (Pages 4-5)
• Strategic Pivots Into Ancillary Sectors (Marine Services & Bunkering)? (Pages 6-9)
• Fleet & Company Details, & Our View On Viability & Timing

Laying Out KEX’s M&A Menu: We expect M&A to remain a major theme for KEX in 2020, particularly with several high-profile, ongoing distressed situations in the barge space (Bouchard, ACBL, Harley Marine, etc.). While there’s no shortage of opportunities for KEX to continue acting as the sector’s primary consolidator, the makeup of viable targets looks increasingly diverse. Despite the headlines, the number of traditional M&A opportunities within KEX’s core inland business are actually getting fewer and further between, while distress builds in
pockets of the tangential coastal market (Bouchard ) and the Marine Service & Bunkering markets (Harley Marine, potentially Vane Brothers). We take a look at those scenarios in the pages that follow.

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