NEW ISSUE ALERT
DEAL DETAILS
Issuer Aragvi Finance International DAC
Expected Ratings B3 (Moody’s) / B- (S&P)
Denomination USD 200'000 + 1'000
Parent Aragvi Holding International Ltd (holding company of Trans-Oil Group)
Guarantors See below Trans-oil Corporate Ratings
B3 (Moody’s) / B- (S&P) (both stable) Ranking
Senior unsecured Type Guaranteed Notes
Format Regulation S
Currency / Expected Size US$250-300m
Maturity 5 years
Ipts 10% area
Use Of Proceeds Refinancing existing indebtedness and funding of Group’s operations
Coc
Change of Control Offer at 100% if Permitted Holders cease to control > 50% of Share Capital of the Parent (Permitted Holders include current shareholder, its immediate family members or any entities owned solely by him and/or his immediate family members)
Redemption At principal amount on the Maturity Date
Optional Redemption Equity clawback (35%), MWC (T+50bp)
Covenants Certain covenants to include tests on Adjusted Net Leverage, Fixed Charge Coverage, Guarantor coverage, limitations on Restricted Payments, limitation on liens, mergers, consolidation and disposition of assets, transactions with Affiliates and change of business
Settlement T+5
Coupon Fixed S/A, 30/360
Law English
Listing Irish Stock Exchange (GEM)
Joint Bookrunners Renaissance Capital, SG CIB (B&D)
Target Market Manufacturer target market (MIFID II product governance) is eligible counterparties and professional clients only (all distribution channels)
PRICE GUIDANCE
10%area
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ARAGVI HOLDING INTERNATIONAL (TRANSOIL)
INAUGURAL MOLDOVAN CORPORATE TRANSACTION WITH GOOD RISK/RETURN RATIO
TRADE DETAILS
Aragvi Finance International (“TransOil”), is a Moldova basedtrader and processor of sunflower seeds, wheat and corn. It operates as part of the Trans-Oil Group and is the major exporter of these products from Moldova with significant localinfrastructure assets such as 13 in-land storage facilities, 2 sunflower crushing and refinery plants, 85 commodity exchange offices, several export terminals as well as a fleet of railcars. The company is one of the largest employers in Moldova with ~1700 employees and is vertically integrated as it engages in the entire value chain from origination and processing to marketing of its products. While revenues are skewed towards origination & marketing (75%), sales are geographically diversified with EU accounting for 39%, Russia & Ukraine for 21%, Turkey 18% and MENA 15%. 90% of revenues are generated in USD and EUR and contract rates with farmers are linked to USD.
The new bonds issued from a SPV (Aragvi Finance International DAC) are expected to be rated B- by S&P and B3 by Moody’s, respectively. They are guaranteed by subsidiaries which account for ~90% of the Holding’s assets and EBITDA.
The ratings are constrained by the company’s small size (EBITDA ~$45m, Revenues ~$350m) and its sole reliance on the Moldovan agricultural industry for sourcing its grains and seeds. Harvests in Moldova tend to be more volatile than in Ukraine and Romania and due to pre-crop transaction with Moldovan farmers, Trans-Oil is exposed to a certain counterparty risk.
The company’s intent to reduce its dependence on short-term debt financing and to strengthen its balance sheet is considered as credit positive and supports the ratings. TransOil only trades physical commodities and does not engage in derivatives trading, which lowers incorporated risks. Plans to enter Romania by ramping up crushing operations and with that increase the utilization rate of its Moldovan plants, are positive for the ratings. Although the company operates at a relatively high EBITDA margin of 12-13%, the increased interest burden, growth capex and higher lease payments stemming from the newly operating Romanian facility may lead the company from FCF positive in 2017 to FCF negative in 2018.
This transaction is not only for TransOil an inaugural bond offering on international debt markets, also for the entire Moldovan Corporates segment. The last Moldovan transaction was 1997 when the Government issued a 12yr USD bond which redeemed in 2009. Since then, debt investors could not invest in external Moldovan debt and hence the pricing and fair value is extremely difficult to assess.
Although not being in the same industry, the offering can be compared to last year’s Eurotorg transaction. Both companies are inaugural corporates, national champions and large employers with a dominant position in their segment operating at a similar net debt/EBITDA ratio. Both companies are in the same rating bucket with Eurotorg rated B-/B- by S&P and Fitch, Transoil B-/B3 by S&P and Moody’s, respectively. While Eurotorg had a liquidity cushion over 40m in USD at the time of issuance, TransOil’s expected cash of €8.6m on the balance sheet per June 2018 is considered as relatively low, but is in the context of marketable inventories of ~$27m. With 90% of cash flows in USD and off shore accounts set up, TransOil has a much lower FX risk than Eurotorg, which is a main drawback of the latter.
The IPT of 10% implies a pick-up of ~200bp versus Eurotorg’s spread over swap. Notably, the credit contains a certain risk related to Moldova and as Moldova has no debt outstanding, these risks and required premiums are hard to assess. Moldova’s outlook is two sided with solid growth expectations, continuing integration with the EU and support by the IMF, but on the other hand has a depreciating currency, uncertain domestic politics and declining population estimations. As the company generates most revenues outside of Moldova, currencydepreciation doesn’t affect much, but we see political risks as being more important. However, with Russia’s recovery from recession and Moldova being dependent on Russia to a certain extent, we feel comfortable with associated Moldova risks.
The new issue announced at a remarkable premium over Eurotorg we consider as attractive, as we think the company will be able to increase its revenues after ramping up Romanian operations and be back to FCF positive soon. In our view, the yield at 10%does compensate enough for incorporated risks and we recommend participating.
With an issue size of $250m-300m we see the main risks in the associated interest burden given the relatively small size of the company with EBITDA of ~$45m, but reckon the transaction isleverage neutral as it used to refinance existing loans. Due to the above average volatility we recommend this bond only to experienced investors with a diversified portfolio.