STRESSED/ DISTRESSED:
Holders of Mriya Group's USD 400m 9.45% 2018 and USD 71.6m (outstanding) 10.95%
2016 senior notes appointed Cadwalader Wickersham & Taft as legal advisor; Ilyashev & Partners has also been appointed legal advisor. Pitches are ongoing for financial advisory roles. The noteholder group is expected to include Aberdeen Asset Management, Ashmore Group, CarVal Investors, Fidelity Investments, Pioneer Investments and T Rowe Price. Lender meetings took place yesterday in Kiev and Vienna.
Bondholders are organising after the Ukraine-based agricultural producer announced it is reviewing strategic options including a balance sheet restructuring. Last week, the company said its financial condition has deteriorated in recent months due to factors including rising costs of certain raw materials, a decline in agricultural product prices and difficulties in obtaining working capital facilities in Ukraine.
Mriya is working on a revised business plan and has appointed Blackstone Group International Partners and Dragon Capital as financial advisors and Bryan Cave as legal counsel. The company is also seeking to appoint an accounting firm to carry out an IBR. Mriya has not made interest and amortisation payments on certain of its debt obligations and is in active discussions with lenders. To date, the company has missed a c. USD 9m interest payment and c.USD 120m in amortisation and principal repayments. It said it is "evaluating its ability to make further payments of interest, amortisation or principal”.
The informal group of Banco Espirito Santo (BES) lower tier 2 subordinated noteholders has retained Shearman & Sterling as legal counsel. The group - which is being coordinated by BTG Pactual, EJF Capital, GoldenTree Asset Management and Third Point - is organising following the bank's recently announced EUR 4.9bn bailout that will split the institution into "good" and "bad" banks. "The next step is to reach out to the Bank of Portugal and other key stakeholders to start a dialogue," said a source.
A number of funds have made overtures to both BES and the Portuguese government, but as yet they have not engaged. The Portuguese government bailout is in effect a bridge to a private solution and some of the funds are proposing participation in the private solution. The distressed funds have expressed a willingness to provide private funds to recapitalise the bank, but at the moment there are a number of important pieces of information missing before the terms of any private capital raising can be evaluated.
The EUR 4.9bn bailout is fully underwritten by the Resolution Fund and Portuguese banks are also expected to stump up a reported EUR 635m. The European Commission has approved the plan, although following the August 2013 changes to state aid rules it will require burden-sharing. The "good" institution – Novo Banco – will ultimately be sold, while shareholders in BES and junior bondholders will shoulder the losses and take responsibility for toxic assets in the "bad bank" including BES Angola - and liabilities of Espirito Santo Financial Group (ESFG), Espirito Santo International and Rioforte.
Coal miner New World Resources urged investors to back the company's restructuring proposal, saying an alternative insolvency process would provide only minimal recovery. Creditor meetings take place on 29 August and lock-ups have been received from 85% of the EUR 500m 7.875% 2018 senior secured noteholders and 65% of the EUR 275m 7.875% 2021 senior unsecured noteholders; approval from 75% of each class is required. "I am confident that we will gain the requisite majorities," said executive chairman Gareth Penny. After the creditor meetings, NWR is expecting a final court hearing around 5 September ahead of targeted completion in October 2014.
Mr Penny said trading conditions "continue to be depressed, with sluggish recovery in euro economies, a persistent problem of oversupply and a mild winter season that adversely impacted the demand for this product". H1 2014 revenues from continuing operations were down 20% to EUR 346m while EBITDA came in at EUR 19m, compared with negative EUR 49m a year earlier. The increased profitability was due to a 36% decrease in cost of sales, fuelled by lower SG&A expenses and reduced cash mining unit costs of 64 EUR/t during the period compared with EUR 84/t in H1 2013.
Cash flow from operating activities was negative EUR 39.6m compared with the negative EUR 6.2m reported a year earlier. Capex during the period was EUR 24m
(PY: EUR 85m). "We continue to target [FY 2014] capex of less than EUR 100m; there will be an increase during H2," said CFO Marek Jelinek.
WAIVERS & AMENDMENTS:
eircom said it has received the required consents from its shareholders, bondholders and lenders related to a potential corporate reorganisation that would include the formation of a new operating and holding company in the eircom Group.
eircom has initiated a review to explore various strategic options for the group, including a possible listing on a public market. “That review continues and no final decision has been made yet,” eircom said. The group said the transfer of the assets and liabilities of eircom Ltd (eircom's principal operating company) to a new operating company, which would be incorporated in Jersey and tax resident in Ireland having its branch in Ireland, would provide eircom with greater flexibility to pay dividends to shareholders in the future.
COMPANY RESULTS:
South African retail group Edcon said on its Q1 2014/15 results call that it is in discussions with other banks after the group's proposed secondary credit provider African Bank ran into regulatory issues. Edcon said in April it had signed term sheets with African Bank to be provide credit alongside primary provider Absa. But the deal faltered earlier this month when African Bank was placed under curatorship in South Africa after warning of massive losses and the need for c.ZAR 8.5bn (EUR 600m) in new capital. “Management was keen to reassure investors over the issue,” said a bondholder on the call, “by disclosing that a second credit provider was not a requirement under the covenants.”
Edcon reported another decline in credit sales during Q1, down 3.3% during the quarter and admitting it is “less competitive in our offering than our peers”. Credit sales made up 46.5% of sales in Q1, down from 50.8% prior year.
“Absa launched a new score card in May, asking for more documents to support the credit,” said one bondholder. The number of customer credit accounts fell 4.4% year-on-year to 3,598,000 in Q1. “Edcon and Absa continue to work to ensure a competitive offering and have identified new products for implementation in the current financial year,” the group said.
Edcon's retail sales were up 5.7% to ZAR 6,561m (EUR 642m), with main divisions posting higher sales: Edgars was up 6.3% to ZAR 3,399m (EUR 239m), Discount up 5.8% to ZAR 2,729m (EUR 192m) and CNA (stationery, books) up 0.9% to ZAR 449m (EUR 31.6m). Adjusted EBITDA was down 6.6% to ZAR 679m (EUR 47.8m) or 10.3% margin (11.7% in Q1 2013/14), due to clearance sales and on the other side to increased rental costs. “Management said that the market is under pressure, and Q2 will still have some clearance activity, but an improvement may come in the second part of the year,” said a bondholder.
Net debt was ZAR 22.7bn (EUR 1.6bn), leading to net leverage of 7.6x based on LTM EBITDA of ZAR 2.9bn (EUR 204m). In June, Edcon said that it had secured covenant amendments for its ZAR 2017 term loan but noted that they were not related to a breach or upcoming breach of the facility.
Stork Technical Services (STS) said during its H1 2014 results call that it expects gross margin to improve further. CEO Arnold Steenbakker said: "We do have a number of ongoing initiatives and would expect FY 2014 gross margin to be ahead of first half's 12.7%." Responding to an analyst query on management's comfort around current levels of working capital, he said: "We are managing it closely," adding: "Comfortable would be the wrong word, but we feel well in control." Net operating working capital as a percentage of sales stood at 5.5% compared with 4.85% in the prior year period.
The order book as at end-June stood at EUR 1,280m (PY: EUR 1,130m). Management said the industrial services division had been awarded a number of key long-term maintenance contracts and plant modification projects during H1. Mr Steenbakker
added: "The prospects for the remainder of the year are promising." For H1 2014, total revenues were up 2.6% to EUR 369.9m and EBITDA was up 26.4% to EUR 25.8m.
Net debt as at end-June was EUR 330m (PY: EUR 280m). Total liquidity of EUR 99m included EUR 32.6m of cash and a EUR 30m facility related to Colombian operations
Swiss steel processor SCHMOLZ + BICKENBACH indicated on the Q2 2014 results call that the company plans to focus on improving its performance before making further acquisitions. CEO Clemens Iller said: “Once we achieve a certain level of performance and when we have more headroom we will make such acquisitions.”
Management issued an update on its disposal plan for certain distribution units in Germany, Belgium, the Netherlands and Austria that have combined total annual revenues of EUR 600m. The company has received non-binding offers but is “under no pressure to dispose of the assets”. The company had previously guided the end of 2014 as a realistic target.
Schmolz reported Q2 2014 revenues down 1.7% to EUR 858.0m primarily due to low scrap and continued pressure on base prices. Adjusted EBITDA was up 51.2% to EUR 73.8m and the adjusted EBITDA margin was up 300bps at 8.6%, thanks to efficiency measures including headcount reduction. Net debt as at end-June was EUR 633.7m
(PY: EUR 952.7m) and adjusted LTM leverage 2.9x.
Swiss-based airline supplies provider Gategroup said an otherwise “solid” Q2
2014 performance was buffeted by currency volatility headwinds. The airline catering and services provider reported a negative currency impact on revenue of 5.3% for Q2 and 5.4% for H1. Q2 total revenues were down 2.8% to CHF 757.4m while at constant currency terms, revenues were up 2.6% to CHF 799.7m. Reported
Q2 EBITDA was CHF 42.6m (5.6% EBITDA margin during the quarter), and CHF 45.4m at constant currency terms with a 5.7% EBITDA margin.
CEO Andrew Gibson said he is looking forward to “modest improvements” in the second half in terms of flight volumes while CFO Thomas Bucher noted that currency volatility had levelled off in all but a handful of the company's emerging market-based businesses. For FY 2014, gategroup expects flat year-on-year revenue growth and to come in at the lower end of its stated EBITDA margin guidance of 5.6% - 6.2%. “We are well within where we expected,” said Mr Gibson. gategroup's net financial debt at end-June of CHF 305.9m; cash was CHF 125.2m and available credit lines CHF 121.5m comprising the EUR 100m RCF.
Ceramics group CeramTec said during its H1 2014 results call that the group is in talks about potential acquisitions. "Among these several targets, one is serious," said CEO Ulf-D. Zimmermann, adding: "But this will not happen before
Q4 at the earliest." Any small acquisition could be financed with existing cash, while bigger deals would result in increased debt levels, added management, without giving additional details. CeramTec's cash at end-June was EUR 34.9m while the EUR 100m RCF was undrawn.
The company has also set a target net leverage of 6.0x at year-end in the event of no acquisitions; the figure was 6.2x at end-June based on LTM EBITDA of EUR 148.8m. "We have shown good progress over the last 12 months," said Mr.
Zimmermann. This sentiment was echoed by CFO Rolf-Michael Mueller, who said: "We expect a stable [cash] position." H1 2014 net sales were up 10.2% to 246.3m, driven by a 12.0% increase in Medical Applications to EUR 93.7m. H1 2014 EBITDA was EUR 79.9m.
Medical devices manufacturer ConvaTec expects growth to continue for the rest of the year, despite some weakness in its ostomy markets. CEO Kevin Berger said on its Q2 2014 results call that he is "very comfortable" with FY 2014 revenue growth guidance of a "mid-single-digit" percentage. He described as "disappointing" the performance of the ostomy business in Germany, but said the group has "plans and a strategy in place to address the weakness". He also said some softness in the Japanese ostomy market would be addressed, while describing a similar performance in South Korea as more of a "distribution issue".
No questions were asked about reports that ConvaTec's sponsors Nordic Capital and Avista Capital Partners are planning to explore a sale or an IPO of the company next year. Suitors for the group are said to include 3M, CareFusion Corp and CR Bard. Nordic and Avista bought ConvaTec for USD 4.1bn in 2008.
ConvaTec reported Q2 2014 sales up 2.4% to USD 438.2m and EBITDA down 8.1% to USD 122.5m. By division, Ostomy Care sales were down 5.4% to USD 146.4m, Wound Therapeutics up 4.7% to USD 133.4m, Continence & Critical Care up 8.0% to USD 86.1m and Infusion Devices up 9.5% to USD 72.3m. For H1 2014, net sales were up 8.7% to USD 874.3m and EBITDA slightly lower at USD 233.0m (USD 237.8m), reflecting the reduced gross margin.
Space and storage group Algeco Scotsman said during its Q2 2014 results call that the company has no plans to carry out any refinancing in 2014, but might look at this in 2015 – although management said it “had not yet thought about it”. Management expects H2 EBITDA to improve compared with the first half and the prior-year period, with sequential improvement forecast across all regions. Adjusted EBITDA in H1 2014 was USD 214.9m and for H2 2013 stood at USD 174.4m.
Algeco reported Q2 revenue down 6.1% on a constant currency basis to USD 428.6m with declines of 1.4% in EMEA, 4.1% in the Americas and 19.1% in Asia Pacific.
Gross profit was down 6.0% to USD 10.2m. Net debt as at end-June was USD 3,148m and cash and cash equivalents totalled USD 53m. On LTM EBITDA of USD 459m, net leverage stood at 6.86x and interest coverage at 1.8x. The capital structure includes a USD 990m L+200bps five-year ABL, USD 1,452m of 8.5%/9.0% 2018 senior secured notes and USD 745m of 10.75% 2019 senior notes.
Gaming group Gala Coral said on its Q3 2013/14 results call that amongst other options being currently explored, Gala Coral might choose to make a one-time payment to Propco to reduce the lease rental costs. CEO Carl Leaver said: “The lease rental Opco is currently paying to Propco are above market as the rates were fixed during the peak market years [before financial crisis].” Management however declined to provide any specific amount or timeframe for the potential outcome.
Rentals are charged between group companies for properties which act as security under the STG 329.5m Gala Propco Three loan, which is in default after failing to repay on 22 April 2014. Management said the loan is ring-fenced from the operating group and security is restricted to the assets of Propco only. Asked by a caller regarding more details around the timeframe and ongoing negotiations with lenders, Mr Leaver declined to comment but said: “There is no time urgency and we continue working with majority lenders.”
Gala Coral reported Q3 2014 group turnover up 15% to STG 292.7m primarily due to strong growth in Eurobet Retail and the online business. Continuing Opco EBITDA was up 20% to STG 60.6m with growth witnessed in all divisions. Coral Retail EBITDA was flat at STG 35.5m, Eurobet retail nearly quintuple at STG 5.3m and Online up 50% to STG 13.0m; Gala Retail EBITDA was up 24% to STG 8.2m. Including STG 6.6m of Propco rent, total group EBITDA was up 18% to STG 67.2m.
COMPANY NEWS/ M&A:
Telecom Italia is said to be preparing an offer of up to EUR 7bn for Vivendi's Brazilian unit GVT that would involve Vivendi gaining a 20% stake in the Italian group as well as retaining a stake in GVT, which would be combined with Tim Brazil. The proposal would outbid the EUR 6.7bn offer made by Telefonica for the business. Telecom Italia's bid is not expected to contain a cash component, but the group believes its offer would be of greater interest to Vivendi as it would offer the French group the right to distribute its Universal Music and Canal+ content.
Vivendi's board is due to consider Telefonica's bid at its next meeting on 28 August. By then Telecom Italia is expected to have formalised its proposal, which first needs approval from the group's board and that of Tim Brazil.
Northern Irish poultry group Moy Park is reportedly being readied for a float in London by its Brazilian parent company Marfrig, which is seeking to tackle its STG 1.9bn debt pile. Moy Park issued STG 200m of bonds earlier this year, a move seen as a precursor to a float. Advisors are yet to be appointed although Marfrig is expected to talk to Goldman Sachs which led the bond, and it also has a relationship with Shore Capital.
It is thought a 30% stake will be sold, which based on 2013 underlying earnings of STG 100m and based on comparables like Hilton Food group and Greencore, would value Moy Park at between STG 700m- STG 1bn. The company has not been affected by the recent hygiene scandal that hit the two other major UK chicken producers
2 Sisters (Boparan) and Faccenda Group.
Manchester United's owners the Glazer family reportedly have no plans to sell the club in the near future, and are determined to remain in place for at least the next five years. Given the club's strong commercial growth, they are content with its direction, and aim to continue marrying the on-field success of recent years with the expansion of its global profile. Last season ended without a trophy, and last weekend's defeat by Swansea City led to a renewed flare-up of fans' anger at the relative lack of transfer activity since June.
DFS has acquired furniture retailer Dwell for an undisclosed sum, in a move it says will help it to attract "younger, more urban customers". It agreed in February to provide "modest financial support" to Dwell, which had been forced to cease trading at one point last year after it became unable to pay suppliers or fulfil customer orders. The group said the two businesses would continue to be run by separate management teams, but with the new ownership creating "mutually beneficial opportunities" for both.
Digital security specialist Oberthur Technologies is to acquire a 100% equity stake of NagraID Security SA from the Kudelski Group and the company's management. NagraID Security SA develops and markets powered display cards to secure access to the cloud, primarily for companies operating in the field of financial payments
German automotive group Duerr is to call its EUR 225m 7.25% 2015 senior note early, on 28 September. The note is callable from that date on at 100.00. In April Duerr priced a EUR 300m 2.875% 2021 senior note; the company also secured EUR 300m of up to seven-year syndicated loans (EUR 100m cash facility and EUR 200m guarantee facility) to refinance its EUR 230m loan package maturing in 2015.
Fortescue Metals Group will redeem USD 500m of is USD 900m outstanding 6.875%
2018 senior notes on 17 October 2014 at 105.156. The announcement follows the full repayment of both the 2015 and 2016 Notes on 14 March 2014, taking the company's total debt repayments since November 2013 to USD 3.6bn.
The company said it intends to repay an additional USD 500m to USD 1.0bn during FY15, subject to iron ore prices and other market factors. Fortescue continues to have significant flexibility to make further voluntary repayments of debt, or refinance prior to maturity.
Dixons redeemed all of its outstanding STG 150m 8.75% 2017 and STG 100.56m 8.75%
2015 guaranteed notes on 21 August.