Legislature(2015 - 2016)SENATE FINANCE 532

02/17/2015 09:00 AM Senate FINANCE

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09:05:56 AM Start
09:06:59 AM Presentation: Lazard Interim Report
10:21:37 AM Adjourn
* first hearing in first committee of referral
+ teleconferenced
= bill was previously heard/scheduled
+ Presentation: Overview FY17 Operating Budget TELECONFERENCED
Departments: Environmental Conservation and
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                 SENATE FINANCE COMMITTEE                                                                                       
                     February 17, 2015                                                                                          
                         9:05 a.m.                                                                                              
                                                                                                                                
                                                                                                                                
9:05:56 AM                                                                                                                    
                                                                                                                                
CALL TO ORDER                                                                                                                 
                                                                                                                                
Co-Chair  MacKinnon  called  the  Senate  Finance  Committee                                                                    
meeting to order at 9:05 a.m.                                                                                                   
                                                                                                                                
MEMBERS PRESENT                                                                                                               
                                                                                                                                
Senator Anna MacKinnon, Co-Chair                                                                                                
Senator Peter Micciche, Vice-Chair                                                                                              
Senator Click Bishop                                                                                                            
                                                                                                                                
MEMBERS ABSENT                                                                                                                
                                                                                                                                
Senator Pete Kelly, Co-Chair                                                                                                    
Senator Mike Dunleavy                                                                                                           
Senator Lyman Hoffman                                                                                                           
Senator Donny Olson                                                                                                             
                                                                                                                                
ALSO PRESENT                                                                                                                  
                                                                                                                                
Randall  Randall   Hoffbeck,  Commissioner,   Department  of                                                                    
Revenue;  George  W.  Bilicic, Vice-Chairman  of  Investment                                                                    
Banking, Lazard Freres and Co., LLC.                                                                                            
                                                                                                                                
SUMMARY                                                                                                                       
                                                                                                                                
^PRESENTATION: LAZARD INTERIM REPORT                                                                                          
                                                                                                                                
9:06:59 AM                                                                                                                    
                                                                                                                                
RANDALL  RANDALL   HOFFBECK,  COMMISSIONER,   DEPARTMENT  OF                                                                    
REVENUE, testified that the passage  of SB 138 had created a                                                                    
requirement for identifying financing  options for a gasline                                                                    
project  on  the  North  Slope,   as  well  as  a  plan  for                                                                    
municipalities,    regional    corporations,    and    other                                                                    
individuals within  the state to  be able to  participate in                                                                    
the  project. He  said that  Lazard  had been  hired as  the                                                                    
financial  consultant for  the state  and to  help create  a                                                                    
report  detailing the  various available  options. He  added                                                                    
that a second  and final report would be  available later in                                                                    
2016 and would be more project specific.                                                                                        
                                                                                                                                
9:07:50 AM                                                                                                                    
                                                                                                                                
Co-Chair  MacKinnon  asked  whether the  administration  had                                                                    
given  the Lazard  group any  information that  would affect                                                                    
how the  presentation was delivered to  the legislature. She                                                                    
asked whether TransCanada had been  included in the project,                                                                    
were there  debt considerations, and had  the administration                                                                    
changed the intent of SB 138.                                                                                                   
                                                                                                                                
Mr. Hoffbeck responded  that there had been  no changed made                                                                    
to  the legislation.  He reiterated  that the  report was  a                                                                    
general report  on financing options,  and was  not specific                                                                    
to any particular aspect of the project.                                                                                        
                                                                                                                                
9:08:38 AM                                                                                                                    
                                                                                                                                
GEORGE  W.  BILICIC,  VICE-CHAIRMAN OF  INVESTMENT  BANKING,                                                                    
LAZARD  FRERES AND  CO.,  LLC,  presented the  presentation,                                                                    
"Lazard Interim Report Overview  - Discussion Materials". He                                                                    
spoke  to  the  disclaimer  and  shared  that  he  would  be                                                                    
summarizing  the majority  of the  report in  an immediately                                                                    
useful manner.                                                                                                                  
                                                                                                                                
9:10:11 AM                                                                                                                    
                                                                                                                                
He  referred to  Slide 1,  "Introduction", which  provided a                                                                    
table of contents  listing the topics that  would be covered                                                                    
during the meeting:                                                                                                             
                                                                                                                                
     Introduction                                                                                                             
                                                                                                                                
     Today's meeting will cover the following topics:                                                                           
        · An introduction to Lazard and its AKLNG Project                                                                       
          (the "Project") Team                                                                                                  
       · An overview of Lazard's role on the Project                                                                            
        · A discussion of selected topics from the Interim                                                                      
          Report, including the following:                                                                                      
            o Project objectives and background                                                                                 
             o Preliminary Project financing considerations                                                                     
               for the State                                                                                                    
             o Preliminary    criteria     for    evaluating                                                                    
               potential Project financing plans                                                                                
        · A discussion of recommended next steps in                                                                             
          preparation for the delivery of the Final Report                                                                      
          in Fall 2015                                                                                                          
        · Appendix materials, including the following:                                                                          
             o Selected additional Lazard professionals                                                                         
             o Selected Lazard team member biographies                                                                          
                                                                                                                                
9:10:51 AM                                                                                                                    
                                                                                                                                
Mr.  Bilicic  presented  Slide 2,  "The  Lazard  Tradition,"                                                                    
which outlined the history of  the company and its founding.                                                                    
Lazard has  been providing  independent financial  advice to                                                                    
select  clients  globally  for  over  150  years  under  the                                                                    
tenants   of   Global  Scope,   Relationships,   Experience,                                                                    
Creativity,  Advice,   and  Independence.  He   shared  that                                                                    
Lazard, founded  in 1850, was  well known in  the investment                                                                    
banking community, and had consisted  of three houses spread                                                                    
across the globe  until the late 1990s. He  relayed that the                                                                    
company was publicly traded with  a market capitalization of                                                                    
approximately $6.5 billion.  He related that the  firm was a                                                                    
client  focused   global  firm,  and  was   conflict-free  -                                                                    
providing only advice.  He offered that a large  part of the                                                                    
firm's heritage was in representing governments.                                                                                
                                                                                                                                
9:12:11 AM                                                                                                                    
                                                                                                                                
Mr.   Bilicic  referred   to  Slide   3,  "Lazard's   Global                                                                    
Presence,"  and  noted  that  the  firm  operated  in  major                                                                    
business capitals  worldwide and provided both  domestic and                                                                    
cross-border advisory  services. He  asserted that  the firm                                                                    
would  be bringing  all of  its expertise,  from across  the                                                                    
globe, to work for the state.                                                                                                   
                                                                                                                                
9:12:52 AM                                                                                                                    
                                                                                                                                
Mr.  Bilicic presented  Slide 4,  "The  Lazard Team,"  which                                                                    
offered Lazard's  core execution team for  the AKLNG Project                                                                    
and reiterated  that the team  would draw on  the experience                                                                    
and expertise  of Lazard's global network  of professionals,                                                                    
on an as-needed basis.                                                                                                          
                                                                                                                                
9:13:17 AM                                                                                                                    
                                                                                                                                
Mr.  Bilicic  reviewed  Slide  5,   "Role  of  Lazard,"  and                                                                    
explained as the state's  financial consultant, Lazard would                                                                    
analyze and  report on potential financing  alternatives for                                                                    
state  participation  in  the project,  including  potential                                                                    
direct participation on  behalf of residents, municipalities                                                                    
and/or regional corporations. He  explained that the role of                                                                    
the  firm had  been mandated  by  SB 138  and Department  of                                                                    
Revenue request  for proposals for  an advisor. The  role of                                                                    
Lazard was as follows:                                                                                                          
                                                                                                                                
     · Formulate    a    range   of    potential   financing                                                                  
        alternatives and evaluative criteria                                                                                  
          o Analyze, for example, key potential risks,                                                                          
             potential impact on  the State's  debt capacity                                                                    
             and  long-term   debt  rating,   potential  for                                                                    
             participation of  various  Alaska  stakeholders                                                                    
             and  tax  implications  associated   with  each                                                                    
             alternative                                                                                                        
     · Collaborate with stakeholders, including the State,                                                                    
        Alaska Gasline Development Corporation, ExxonMobil,                                                                   
        ConocoPhillips, BP, TransCanada, State advisors and                                                                   
        other constituents                                                                                                    
     · Develop    specific   recommendations   designed   to                                                                  
        maximize benefits to the State                                                                                        
     · Deliver Interim Report by January 20, 2015                                                                             
     · Deliver Final Report in Fall 2015                                                                                      
     · Participate in State Legislative sessions                                                                              
                                                                                                                                
9:15:08 AM                                                                                                                    
                                                                                                                                
Co-Chair  MacKinnon understood  that  the  final report  was                                                                    
supposed  to  be  delivered  simultaneously  with  long-term                                                                    
contract options.                                                                                                               
                                                                                                                                
Mr. Bilicic responded that the  report would contain project                                                                    
viability assumptions.                                                                                                          
                                                                                                                                
Commissioner  Hoffbeck interjected  that Co-Chair  MacKinnon                                                                    
was correct in her understanding.                                                                                               
                                                                                                                                
Co-Chair  MacKinnon expressed  concern for  the timeline  on                                                                    
the  report.  She  wondered  how  any  delays  would  affect                                                                    
financing contracts for the project.                                                                                            
                                                                                                                                
Commissioner  Hoffbeck  responded  that  the  project  would                                                                    
continue to  move forward  even in the  absence of  the ADGC                                                                    
board  members. He  anticipated that  the appointees  to the                                                                    
board would  be before  the committee  soon. He  shared that                                                                    
Lazard would be engaging in  the process more highly towards                                                                    
the end  of the  legislative session, with  the bulk  of the                                                                    
work occurring over the summer of 2015.                                                                                         
                                                                                                                                
Mr. Bilicic  added that  that report  would be  delivered in                                                                    
2015,   but  given   the  timeline   for  construction   and                                                                    
completion,  many things  would  change as  time passed.  He                                                                    
said that an  objective of the firm's work  product would be                                                                    
to  create a  modular  analysis of  the  financing, so  that                                                                    
financial adjustments would be  made in concurrence with any                                                                    
changes in the construction plans.                                                                                              
                                                                                                                                
9:18:24 AM                                                                                                                    
                                                                                                                                
Co-Chair  MacKinnon  asked  whether   the  report  could  be                                                                    
expected regardless of the contract options.                                                                                    
                                                                                                                                
Mr.  Bilicic  stated  that  the firm  would  be  on-time  in                                                                    
delivering  the  report. He  believed  that  the firm  could                                                                    
write  a report  that would  make certain  assumptions about                                                                    
contract  terms,  and would  still  be  informative for  the                                                                    
state.                                                                                                                          
                                                                                                                                
Co-Chair  MacKinnon stated  that the  legislature wanted  to                                                                    
assure that the integrity of the timeline remained intact.                                                                      
                                                                                                                                
Commissioner Hoffbeck said that  the department had the same                                                                    
goal.                                                                                                                           
                                                                                                                                
9:19:29 AM                                                                                                                    
                                                                                                                                
Mr. Bilicic  presented slide 6,  "Lazard Assignment  - High-                                                                    
level Process Timeline," which had  been designed to reflect                                                                    
the final report timeline.                                                                                                      
                                                                                                                                
9:20:16 AM                                                                                                                    
                                                                                                                                
Mr.  Bilicic   explained  that  the  next   section  of  the                                                                    
presentation was  intended to give  a brief overview  of the                                                                    
topics covered in the  interim report: preliminary financing                                                                    
considerations  for the  state in  evaluating its  potential                                                                    
investment   in  a   project,  and   preliminary  evaluative                                                                    
criteria. He  acknowledged the long  history of  attempts to                                                                    
commercialize  North Slope  natural  gas  and the  project's                                                                    
potential impacts  on the state, including  from a financial                                                                    
and  budget  perspective,  and a  resource  perspective.  He                                                                    
added that  the firm would  continue to follow the  state of                                                                    
global LNG market dynamics.                                                                                                     
9:21:58 AM                                                                                                                    
                                                                                                                                
Mr.  Bilicic  presented  Slide 7,  "AKLNG  Project  -  State                                                                    
Objectives," which reflected  that the state's participation                                                                    
in  the  project was  motivated  by  its  desire to  meet  a                                                                    
variety  of   different  objectives;   how  each   of  these                                                                    
objectives would  eventually be  realized would depend  on a                                                                    
variety of  different factors. The  slide listed  the states                                                                    
objectives as follows:                                                                                                          
                                                                                                                                
     · Develop Natural Resources for Maximum benefit to the                                                                     
        state                                                                                                                   
     · Replenish Reserve Accounts                                                                                               
     · Realize Investment Returns                                                                                               
     · Support State Budget                                                                                                     
     · Stimulate in-state Job Growth                                                                                            
     · Provide    Investment   Opportunity    for   in-state                                                                    
        Individuals and Entities                                                                                                
     · Provide Natural Gas to Alaskans                                                                                          
     · Support Local Municipalities                                                                                             
                                                                                                                                
9:23:14 AM                                                                                                                    
                                                                                                                                
Vice-Chair  Micciche asked  whether moving  stranded gas  as                                                                    
encouraging additional  production in the North  Slope could                                                                    
be considered an objective.                                                                                                     
                                                                                                                                
Mr.  Bilicic replied  that  the issue  would  be taken  into                                                                    
account and had been referenced in the report.                                                                                  
                                                                                                                                
9:23:58 AM                                                                                                                    
                                                                                                                                
Mr.  Bilicic  presented  Slide 8,  "AKLNG  Project  Economic                                                                    
Overview,"  and  noted  that the  project  had  an  expected                                                                    
overall cost of $45 -  $65 billion (midpoint estimate of $55                                                                    
billion),  while the  state's portion  (assuming 25  percent                                                                    
participation) was  expected to  cost $11.3 -  $16.3 billion                                                                    
(midpoint estimate  of $13.7  billion). The  slide reflected                                                                    
$400 million  for the pre-front  end engineering  and design                                                                    
(2014-2015),  $1.8 billion  for  front  end engineering  and                                                                    
design  (2016-2018),  and  $52.8  billion  for  engineering,                                                                    
procurement,  and  construction (2019-2003).  He  reiterated                                                                    
that  the  project  costs  were subject  to  change  due  to                                                                    
changes  in   underlying  costs  and  market   dynamics.  He                                                                    
explained that the  firm had relied on a  report prepared by                                                                    
the engineering firm  Black and Veatch, and  their model for                                                                    
cost estimates  and project cash  flows, when  examining the                                                                    
economics of the project.                                                                                                       
                                                                                                                                
9:25:46 AM                                                                                                                    
                                                                                                                                
Senator Bishop  asked whether the  firm had taken  the Black                                                                    
and  Veatch  models  at face  value,  or  had  corresponding                                                                    
models been run.                                                                                                                
                                                                                                                                
Mr. Bilicic responded that the  Black and Veatch model was a                                                                    
sufficient model on which the firm could base advice.                                                                           
                                                                                                                                
9:26:40 AM                                                                                                                    
                                                                                                                                
Mr. Bilicic moved to Slide  9, which examined the cumulative                                                                    
projected  cash flows  to  the state  over  time. While  the                                                                    
state's  upfront  investment  to fund  construction  of  the                                                                    
project was considerable, the  investment was also projected                                                                    
to  generate  material future  cash  flows.  He shared  that                                                                    
during operations  the project's  revenues would  be off-set                                                                    
by  operation maintenance  expenses and  overhead. He  noted                                                                    
that in 2026,  positive cash flows were  projected and would                                                                    
off-set  initial  spending.  He   furthered  that  when  the                                                                    
project  became operational  the financial  position of  the                                                                    
state and other owners would be materially de-risked.                                                                           
                                                                                                                                
9:28:30 AM                                                                                                                    
                                                                                                                                
Vice-Chair Micciche  asked whether  the graph  included loss                                                                    
earning opportunity  prior to 2027, and  investment earnings                                                                    
post 2027.                                                                                                                      
                                                                                                                                
Mr.  Bilicic  replied  that the  graph  only  reflected  the                                                                    
project itself,  and did not account  for other investments.                                                                    
He relayed that  the evaluative criteria for  the returns to                                                                    
the state would be discussed later in the presentation.                                                                         
                                                                                                                                
9:29:56 AM                                                                                                                    
                                                                                                                                
Vice-Chair Micciche  assumed that  the X and  Y axis  on the                                                                    
slide  would  require  a  more extreme  scale  if  the  lost                                                                    
opportunity and earning potential were included.                                                                                
                                                                                                                                
Mr.  Bilicic  replied  that  if all  of  the  factors,  both                                                                    
positive and  negative, were taken  into account,  the scale                                                                    
would  be different.  He said  that there  would be  a slide                                                                    
presented at the end of  the presentation that would reflect                                                                    
the factors through the lens  of the evaluative criteria. He                                                                    
reiterated  that  the  slide  contained  a  very  high-level                                                                    
economic overview of the project.                                                                                               
                                                                                                                                
9:31:23 AM                                                                                                                    
                                                                                                                                
Co-Chair  MacKinnon pointed  out to  the committee  that the                                                                    
projections  did  not include  TransCanada  as  part of  the                                                                    
project through  fruition. She wondered how  the slide would                                                                    
look with the debt being purchased by someone else.                                                                             
                                                                                                                                
Mr. Bilicic replied that the  analysis on the slides assumed                                                                    
the  state had  all of  25 percent,  and did  not take  into                                                                    
account having  a partner or sharing  ownership interest. He                                                                    
asserted  that  the  slide  was   not  intended  to  suggest                                                                    
anything about arrangements with TransCanada.                                                                                   
                                                                                                                                
Co-Chair  MacKinnon  understood  that  the  legislature  had                                                                    
passed a bill including TransCanada  as a partner. She asked                                                                    
why that information was not part of the analysis.                                                                              
                                                                                                                                
Mr. Bilicic  stated that  the final  report would  take into                                                                    
account  the different  financing alternatives,  which would                                                                    
include  the potential  of partnering  with TransCanada  and                                                                    
finding other financing sources.                                                                                                
                                                                                                                                
Co-Chair MacKinnon expressed concern  that the December 2015                                                                    
deadline  for the  involvement  of  TransCanada was  quickly                                                                    
approaching.                                                                                                                    
                                                                                                                                
Mr. Bilicic  replied that the TransCanada  arrangement would                                                                    
be  examined  in  detail,  but  that the  firm  had  yet  to                                                                    
establish a point of view on the matter.                                                                                        
                                                                                                                                
9:34:23 AM                                                                                                                    
                                                                                                                                
Co-Chair  MacKinnon  argued   that  legislation  had  passed                                                                    
establishing   TransCanada   as    a   partner;   therefore,                                                                    
TransCanada should be included in the firm's evaluation.                                                                        
                                                                                                                                
Mr. Bilicic  said that  in the interim  report the  firm had                                                                    
tried  to outline  all of  the  possibilities for  potential                                                                    
financing, including the TransCanada arrangement.                                                                               
                                                                                                                                
Co-Chair  MacKinnon  asked  whether the  administration  had                                                                    
instructed Lazard  not to include  TransCanada in  the high-                                                                    
level overviews.                                                                                                                
Mr. Bilicic  responded that no  one had restricted  the firm                                                                    
in any  respect. He relayed  that the firm intended  to give                                                                    
an independent view of the project.                                                                                             
                                                                                                                                
9:36:10 AM                                                                                                                    
                                                                                                                                
Vice-Chair  Micciche offered  that it  would be  helpful for                                                                    
the   report   to   evaluate    a   range   of   partnership                                                                    
possibilities.                                                                                                                  
                                                                                                                                
Mr.  Bilicic assured  the committee  that  the final  report                                                                    
would make  clear all  of the  options and  the evaluations,                                                                    
and  the pros  and cons  of those  options. He  felt certain                                                                    
that the conclusion  of the final report  would include more                                                                    
than one financing plan.                                                                                                        
                                                                                                                                
Co-Chair  MacKinnon asserted  that the  committee wanted  to                                                                    
understand  the different  dynamics  that  could affect  the                                                                    
profitability of  the project  and the  state's expenditures                                                                    
for the project.                                                                                                                
                                                                                                                                
Mr.  Bilicic responded  that that  was the  firm's objective                                                                    
for creating the report.                                                                                                        
                                                                                                                                
9:38:16 AM                                                                                                                    
                                                                                                                                
Mr. Bilicic  presented Slide 10, "State  of Alaska Financial                                                                    
Overview":                                                                                                                      
                                                                                                                                
     · As of FY 2014, the State had ~$15.8 billion in its                                                                       
        budget reserve funds (i.e., the Congressional Budget                                                                    
        Reserve Fund and the Statutory Budget Reserve Fund)                                                                     
                                                                                                                                
     · Over 2015 - 2017, the State's unrestricted general                                                                       
        fund expenses are projected to exceed unrestricted                                                                      
        general fund revenues by an average of ~$3.0 billion                                                                    
                                                                                                                                
     · Over 2018 - 2024, annual expenses of $5.6 billion                                                                        
        are projected; revenue projections assume long-term                                                                     
        oil price of ~$118.58/barrel (vs. January 2015 spot                                                                     
        price of $48.87/barrel)                                                                                                 
                                                                                                                                
     · By 2023, the State projects it will fully deplete                                                                        
        its budget reserve funds, creating a fund deficit                                                                       
                                                                                                                                
Mr. Bilicic relayed that the  chart illustrated the need for                                                                    
the state  to have a  new revenue  source in the  future. He                                                                    
furthered that  the chart depicted  a material  weakening of                                                                    
the state's  financial position in  the coming  years, which                                                                    
was  the  period in  which  the  project  would need  to  be                                                                    
financed. He  noted that the  projections were  sensitive to                                                                    
the assumed price of oil.                                                                                                       
                                                                                                                                
9:39:33 AM                                                                                                                    
                                                                                                                                
Co-Chair MacKinnon asked which  budget forecast the firm had                                                                    
used in their projections.                                                                                                      
                                                                                                                                
Mr. Bilicic  believed that  the firm  had used  the December                                                                    
2014 DOR budget forecast.                                                                                                       
                                                                                                                                
9:40:25 AM                                                                                                                    
                                                                                                                                
Senator Bishop  commented that the  firm would  stand behind                                                                    
the information presented in the final report.                                                                                  
                                                                                                                                
Mr. Bilicic  agreed. He thought  that the state  was looking                                                                    
to affect real change with  the project, and that Lazard was                                                                    
eager to assist.                                                                                                                
                                                                                                                                
9:41:34 AM                                                                                                                    
                                                                                                                                
Vice-Chair Micciche  referred to Slide 10,  and relayed that                                                                    
there  was doubt  surrounding the  survival  of the  state's                                                                    
reserve accounts.                                                                                                               
                                                                                                                                
Mr. Bilicic agreed and noted  that Lazard was mindful of the                                                                    
need for an updated financial  overview that would take into                                                                    
account the shifting market.                                                                                                    
                                                                                                                                
9:42:57 AM                                                                                                                    
                                                                                                                                
Co-Chair MacKinnon said that the  volatility of the price of                                                                    
oil made the assumptions on Slide 10 particularly valuable.                                                                     
                                                                                                                                
9:43:23 AM                                                                                                                    
                                                                                                                                
Mr. Bilicic  presented Slide  11, which  he explained  was a                                                                    
simplified  view  of  the  areas   of  risks  and  potential                                                                    
mitigants within the project:                                                                                                   
                                                                                                                                
     Potential Areas Of Risk                                                                                                
        · Development                                                                                                           
        · Cost overruns                                                                                                         
        · Commercial                                                                                                            
        · Regulatory                                                                                                            
        · Commodity price                                                                                                       
        · Over-supply/competing projects                                                                                        
        · Demand                                                                                                                
        · Other                                                                                                                 
                                                                                                                                
     Potential Mitigants                                                                                                    
        · Ongoing/iterative     assessment    of     Project                                                                    
          feasibility                                                                                                           
        · Risk transfer provisions/third-party contracts                                                                        
        · Partner/sponsor marketing                                                                                             
        · Political support and strategy                                                                                        
        · Take-or-pay contracts/hedging strategy                                                                                
        · In-depth market analysis                                                                                              
        · Delivery flexibility                                                                                                  
        · Other                                                                                                                 
                                                                                                                                
9:45:16 AM                                                                                                                    
                                                                                                                                
Co-Chair  MacKinnon asked  whether the  firm had  identified                                                                    
both short-term and long-term risks.                                                                                            
                                                                                                                                
Mr. Bilicic  explained that there  was not usually a  lot of                                                                    
capital  available in  the early  stages of  development for                                                                    
big projects,  and smaller infrastructure projects.  He said                                                                    
that the capital  that was available for  those projects was                                                                    
expensive;   sponsors  usually   handled  the   capital  for                                                                    
themselves for  such projects,  or through  equity partners.                                                                    
He furthered that  when it then became clear  that a project                                                                    
was going  to be  to be built,  the value  proposition swung                                                                    
dramatically. He relayed that there  was a value gap between                                                                    
"green  field"  and  "brown  field"  projects;  brown  field                                                                    
projects had  a lot of  investors, green field  projects did                                                                    
not. He  said that a  later slide would illustrate  how risk                                                                    
in the  project was  higher for the  state in  the beginning                                                                    
because there were so many unknown variables.                                                                                   
                                                                                                                                
9:48:01 AM                                                                                                                    
                                                                                                                                
Vice-Chair Micciche  referred to several  recently cancelled                                                                    
LNG projects, and  surmised it was due to  the retraction of                                                                    
capital from  investors who were reassessing  their finances                                                                    
due  to the  value of  oil. He  asked how  much current  oil                                                                    
prices   figured   into  projections,   versus   assumptions                                                                    
projected 25 years forward.                                                                                                     
                                                                                                                                
Mr. Bilicic related that the  firm would advise the state to                                                                    
examine the  long-term average prices, the  current price of                                                                    
oil  did not  matter.  He believed  that  the project  could                                                                    
provide  the   opportunity  to  reconsider   the  underlying                                                                    
commodity  price  driver  because   of  the  nature  of  the                                                                    
resource. He  cited an  LNG project in  the Lower  48, which                                                                    
applied Lower 48  gas prices to its index. He  said that the                                                                    
global  oil price  might  not be  a  significant driver.  He                                                                    
added that  in the LNG  market the user was  generally using                                                                    
the  product  for  gas  distribution   customers  in  a  gas                                                                    
utility,  or  burning the  LNG  in  a  gas power  plant.  He                                                                    
thought that it would be  difficult for nuclear power plants                                                                    
to be built  in the future and sustained as  a resource, and                                                                    
that  a 24/7  renewable energy  solution had  yet to  exist,                                                                    
which he believed  would drive the market in  the future. He                                                                    
related that oil  was not a great  generation resource going                                                                    
into the future.                                                                                                                
                                                                                                                                
9:51:27 AM                                                                                                                    
                                                                                                                                
Vice-Chair  Micciche  wondered  what  safeguards  the  state                                                                    
should put  in place  during the project's  evaluation phase                                                                    
in order to ensure against overexposure.                                                                                        
                                                                                                                                
Mr. Bilicic opined that it  would be impossible to eliminate                                                                    
risk, but risk could be  mitigated, which was primarily done                                                                    
through rigorous  independent analysis  such as  what Lazard                                                                    
was currently formulating.                                                                                                      
                                                                                                                                
9:54:18 AM                                                                                                                    
                                                                                                                                
Senator Bishop asked  whether the risk would  be weighted in                                                                    
the final report.                                                                                                               
                                                                                                                                
Mr. Bilicic responded  that he did not know.  He shared that                                                                    
the  factors involved  were typically  difficult to  weight,                                                                    
and weighting them could create  confusion or be misleading.                                                                    
He said  that the  firm would identify  the areas  that they                                                                    
believed were the most important areas of risk.                                                                                 
                                                                                                                                
9:54:59 AM                                                                                                                    
                                                                                                                                
Mr.  Bilicic  explained  that  the  next  section  had  been                                                                    
intended to provide an overview  of the framework with which                                                                    
Lazard  believed the  state should  use when  thinking about                                                                    
the  projects  and  was  meant to  identify  options  in  an                                                                    
"outcome agnostic" manner.                                                                                                      
                                                                                                                                
9:55:44 AM                                                                                                                    
                                                                                                                                
Mr.  Bilicic  presented  Slide  12,  "Preliminary  Financing                                                                    
Considerations".   The  state's   financing  strategy   with                                                                    
respect to  the project would  be largely determined  by the                                                                    
state's overall  project funding requirement,  its available                                                                    
sources of funds and the  "optimal" capital structure (e.g.,                                                                    
debt/equity mix); these  determinations are interrelated and                                                                    
should be evaluated together, as illustrated on the slide:                                                                      
                                                                                                                                
     1. The State must identify sources of funds (internal                                                                      
     and/or external) to provide the capital required to                                                                        
     invest in the Project                                                                                                      
                                                                                                                                
          Source of Funds                                                                                                   
          State of Alaska                                                                                                     
          Permanent Fund                                                                                                        
          Power Cost Equalization Endowment (PCE) Fund                                                                          
          Other Funds                                                                                                           
          Balance Sheet/Borrowing Capacity                                                                                      
          Alaska Entities & Individuals                                                                                       
          Alaska Retirement Management Funds                                                                                    
          Native Corporations                                                                                                   
          Municipalities                                                                                                        
          Residents                                                                                                             
          External Sources                                                                                                    
          Third-Party Equity Investors                                                                                          
          Third-Party Lenders                                                                                                   
          Public Equity/Debt                                                                                                    
          Export Credit Agencies                                                                                                
                                                                                                                                
     2. The State can structure its economic interest in                                                                        
     the Project via a mix of debt and equity financing                                                                         
     structures                                                                                                                 
                                                                                                                              
          State Structuring Alternatives                                                                                    
          Debt                                                                                                                  
          Equity                                                                                                                
                                                                                                                                
     3. Construction of the Project is expected to require                                                                      
     ~$13.7 billion of capital in the scenario in which the                                                                     
     State invests in the Project on its own                                                                                    
                                                                                                                                
          State Financing Need                                                                                              
          Gas Treatment Plant                                                                                                 
          $3.1 billion                                                                                                          
          Pipeline                                                                                                            
          $3.7 billion                                                                                                          
          LNG Plant                                                                                                           
          $7.0 billion                                                                                                          
          Total                                                                                                               
          $13.7 billion                                                                                                         
                                                                                                                                
9:57:43 AM                                                                                                                    
                                                                                                                                
Co-Chair MacKinnon  asked for further explanation  about PCE                                                                    
as a funding source.                                                                                                            
                                                                                                                                
Mr.  Bilicic said  that PCE  had  simply been  listed as  an                                                                    
option.                                                                                                                         
                                                                                                                                
Co-Chair   MacKinnon  noted   that   there  were   potential                                                                    
statutory  issues  related  to   using  PCE  funds  for  the                                                                    
project.                                                                                                                        
                                                                                                                                
9:58:28 AM                                                                                                                    
                                                                                                                                
Mr. Bilicic  moved to Slide  13, "Potential  Project Funding                                                                    
Sources",  which  further  highlighted the  various  funding                                                                    
sources potentially  available to the state.  He shared that                                                                    
Lazard would  be examining and  evaluating the  fund sources                                                                    
in their final report.                                                                                                          
                                                                                                                                
9:59:37 AM                                                                                                                    
                                                                                                                                
Senator Bishop  asked whether federal loan  guarantees could                                                                    
be incorporated into the report.                                                                                                
                                                                                                                                
Mr. Bilicic replied that  support from governmental entities                                                                    
should  be considered,  but he  was not  currently aware  of                                                                    
anything specificly available to the state.                                                                                     
                                                                                                                                
Senator  Bishop noted  that  he was  referring  to the  2004                                                                    
Defense Military  Authorization Spending  Bill where  a loan                                                                    
for a different pipeline had been guaranteed.                                                                                   
                                                                                                                                
10:01:09 AM                                                                                                                   
                                                                                                                                
Mr. Bilicic  moved to Slide 14,  "Description of Structuring                                                                    
Alternatives":                                                                                                                  
     The State  will need to evaluate  the optimal financing                                                                    
     structure  via which  potential  sources  of funds  are                                                                    
     invested in  the Project. In  general, the  State could                                                                    
     structure  these   funds  as  either  debt   or  equity                                                                    
     interests   in  the   Project.  More   specifically,  a                                                                    
     spectrum  of structuring  alternatives exists  for both                                                                    
     debt  and  equity;  each alternative  offers  different                                                                    
     risk   and   return   profiles,  as   well   as   other                                                                    
     characteristics  related to  seniority/priority, payout                                                                    
     structure, governance rights and other features.                                                                           
                                                                                                                                
10:01:45 AM                                                                                                                   
                                                                                                                                
Senator Bishop clarified that the  "recourse debt' listed in                                                                    
the  slide would  be  considered the  lowest  cost debt.  He                                                                    
queried which of the equities would be the least expensive.                                                                     
                                                                                                                                
Mr.  Bilicic  replied  that  recourse  would  be  the  least                                                                    
expensive,  but  would involve  recourse  to  the state.  He                                                                    
suggested that  recourse debt might  not be the  best course                                                                    
of  action  for  the  state. He  furthered  that  contingent                                                                    
rights  to equity  tended  to be  cheaper,  and that  common                                                                    
equity ownership could be the best way forward.                                                                                 
                                                                                                                                
10:03:35 AM                                                                                                                   
                                                                                                                                
Co-Chair MacKinnon  asked whether Lazard would  be providing                                                                    
an  all-cash scenario  under which  the  proposals could  be                                                                    
evaluated.                                                                                                                      
                                                                                                                                
Mr. Bilicic  responded that such  a scenario would  be done.                                                                    
He  added that  the  least expensive  scenario  would be  to                                                                    
finance the entire  project with debt, but  that the project                                                                    
would need equity for support.                                                                                                  
                                                                                                                                
10:04:22 AM                                                                                                                   
                                                                                                                                
Mr. Bilicic moved to Slide  15, "Illustrative Financing Cost                                                                    
- Project Lifecycle":                                                                                                           
                                                                                                                                
     The risk  related to the Project's  expected cash flows                                                                    
     will  vary  over  time.  In the  early  stages  of  the                                                                    
     Project's  development lifecycle,  financing costs  are                                                                    
     likely  to  be  highest,  due to  the  perceived  risks                                                                    
     associated  with   realization  of  the   Project  and,                                                                    
     therefore, future  Project cash  flows. As  the Project                                                                    
     advances  in its  development lifecycle,  the certainty                                                                    
     of future  Project cash flows  should increase  and the                                                                    
     perceived  risk  associated  with  the  Project  should                                                                    
     decrease  accordingly,   leading  to   lower  financing                                                                    
     costs.                                                                                                                     
                                                                                                                                
10:05:36 AM                                                                                                                   
                                                                                                                                
Mr. Bilicic moved to Slide 16, "Other Considerations":                                                                          
                                                                                                                                
   The State might consider other alternatives  to lower its                                                                    
   cost  of  capital,  shift/mitigate   risk,  or  otherwise                                                                    
   achieve  its  financing  objectives.  These  alternatives                                                                    
   could include the following:                                                                                                 
                                                                                                                                
     · Credit Support                                                                                                         
          o Guarantees by financially strong third parties                                                                      
             could potentially lower the overall cost of                                                                        
             debt associated with financing                                                                                     
     · Insurance/Risk Mitigation                                                                                              
          o The State could purchase insurance to provide                                                                       
             downside protection for various aspects of the                                                                     
             Project to shift certain risks to third parties                                                                    
     · Equity/Debt Syndication                                                                                                
          o The State could syndicate (i.e., market to                                                                          
             third parties) its  interest in the  Project to                                                                    
             spread risks  posed  by  the Project  to  other                                                                    
             parties and to  provide liquidity to  the State                                                                    
             at later stages of Project development                                                                             
                                                                                                                                
10:06:36 AM                                                                                                                   
                                                                                                                                
Mr.  Bilicic  explained   Slide  17,  "Preliminary  Selected                                                                    
Evaluative Criteria." The slide  noted that the final report                                                                    
would  provide specific  analysis  and recommendations  with                                                                    
respect  to   the  project   funding  sources   and  capital                                                                    
structure alternatives  available to the state.  The various                                                                    
funding sources and capital  structure alternatives would be                                                                    
evaluated against  the following criteria, among  others, to                                                                    
develop  a  recommended  financing approach  to  the  state:                                                                    
potential   impact   on  debt   capacity/opportunity   cost,                                                                    
potential impact  on Alaska credit rating,  key risks, cost,                                                                    
execution  flexibility/feasibility,  alignment of  interests                                                                    
among key parties.                                                                                                              
                                                                                                                                
10:08:00 AM                                                                                                                   
AT EASE                                                                                                                         
                                                                                                                                
10:08:18 AM                                                                                                                   
RECONVENED                                                                                                                      
                                                                                                                                
Vice-Chair  Micciche spoke  of the  natural gas  produced in                                                                    
the  Lower 48  due to  fracking. He  wondered how  the state                                                                    
would deal with the politics  of the gasline, once it became                                                                    
involved.                                                                                                                       
                                                                                                                                
Mr.  Bilicic  replied   that  conversations  concerning  the                                                                    
sequencing  of  finding  customers  for the  LNG,  and  when                                                                    
construction should start, were  important. He said that the                                                                    
structure of  the state's ownership  interest would  need to                                                                    
be clearly defined.                                                                                                             
                                                                                                                                
10:13:29 AM                                                                                                                   
                                                                                                                                
Mr. Bilicic moved to Slide 18, "Recommended Next Steps":                                                                        
                                                                                                                                
   In preparation for the delivery of the Final Report in                                                                       
   Fall 2015, Lazard will focus on the following areas of                                                                       
   analysis and interaction, among others:                                                                                      
     · Continued participation in State legislative session                                                                     
        during Spring 2015, as required/requested                                                                               
     · Continued monitoring of global LNG market dynamics                                                                       
                                                                                                                                
        other items, current commodity pricing environment                                                                      
     · Continued monitoring of Project developments (e.g.,                                                                      
        marketing    agreements,     offtake     agreements,                                                                    
        partnership agreement,  etc.) and  potential impacts                                                                    
        on analysis of financing alternatives                                                                                   
     · Further analysis of potential sources of funds                                                                           
                                                                                                                                
        providers  to   gauge   interest   in   and   return                                                                    
        expectations for Project participation                                                                                  
                                                                                                                                
        analysis  and  interaction  with  key  stakeholders,                                                                    
        including the Alaska Legislature                                                                                        
     · Further analysis of potential capital structure                                                                          
        alternatives                                                                                                            
                                                                                                                                
        alternatives via analysis  and interaction  with key                                                                    
      stakeholders, including the Alaska Legislature                                                                            
     · Further refinement of evaluative criteria                                                                                
     · Formation of potential financing alternatives (i.e.,                                                                     
        combinations of  sources  of  funds and  structuring                                                                    
        alternatives)                                                                                                           
     · Analysis of implementation issues associated with                                                                        
        potential financing alternatives                                                                                        
                                                                                                                                
                                                                                                                                
                                                                                                                                
                                                                                                                                
                                                                                                                                
     · Assessment    of   financing   alternatives   against                                                                    
        evaluative criteria                                                                                                     
     · Identification of optimal financing alternatives via                                                                     
        iterative process (i.e., in consideration of                                                                            
        evaluative criteria, implementation issues and other                                                                    
        factors)                                                                                                                
     · Drafting of Final Report                                                                                                 
                                                                                                                                
        Department of Revenue and State advisors                                                                                
                                                                                                                                
10:15:07 AM                                                                                                                   
                                                                                                                                
Senator Bishop asked how imperative  it was for the state to                                                                    
maintain its AAA credit rating.                                                                                                 
                                                                                                                                
Mr. Bilicic replied that he did  not want to comment on what                                                                    
the  state's rating  should be.  He did  not think  that the                                                                    
project would  require AAA credit  from any of  the involved                                                                    
parties. He shared  that the issue would be  commented on in                                                                    
the final report.                                                                                                               
                                                                                                                                
10:16:32 AM                                                                                                                   
                                                                                                                                
Vice-Chair Micciche wondered how  complicated it would be to                                                                    
consider  a  sliding  scale  of  through  put,  and  whether                                                                    
smaller diameter options would be part of the report.                                                                           
                                                                                                                                
Mr.   Bilicic   responded   that   Lazard   had   not   been                                                                    
contemplating  a downsized  project,  but  that capital  and                                                                    
cash-flow movement  would be examined and  guidance from the                                                                    
legislature  on the  information covered  in the  report was                                                                    
welcomed.                                                                                                                       
                                                                                                                                
Co-Chair MacKinnon  interjected that she had  an interest in                                                                    
exploring the AKLNG project versus the ASAP project.                                                                            
                                                                                                                                
10:18:46 AM                                                                                                                   
                                                                                                                                
Mr.  Bilicic  moved  to   Slide  19,  "Illustrative  Process                                                                    
Overview":                                                                                                                      
                                                                                                                                
     In preparing  the Final Report, Lazard  will identify a                                                                    
     range of  potential discrete financing plans  for State                                                                    
     investment in  the Project;  among other  things, these                                                                    
     financing  plans will  consist  of recommendations  for                                                                    
     how   the  State   should   fund   and  structure   its                                                                    
     investment.  To determine  the  optimal financing  plan                                                                    
     for the  State, these alternatives will  be iteratively                                                                    
     refined  in consideration  of  the evaluative  criteria                                                                    
     (as  further  developed) and  potential  implementation                                                                    
     issues (e.g., legal, regulatory, etc.)                                                                                     
                                                                                                                                
Mr. Bilicic concluded that he could answer any remaining                                                                        
questions.                                                                                                                      
                                                                                                                                
10:20:55 AM                                                                                                                   
                                                                                                                                
Co-Chair MacKinnon discussed housekeeping.                                                                                      
                                                                                                                                
ADJOURNMENT                                                                                                                   
10:21:37 AM                                                                                                                   
                                                                                                                                
The meeting was adjourned at 10:21 a.m.                                                                                         
                                                                                                                                
                                                                                                                                

Document Name Date/Time Subjects
021715 AKLNG Project - Lazard Presentation.pdf SFIN 2/17/2015 9:00:00 AM
AKLNG