Aggregate - Cash is King
All,
Please refer to our existing analysis here.
We had been expecting more of a charm offensive by Aggregate around the Q3 reporting of Adler, but perhaps the gyrations of Adler’s shares on Tuesday discouraged management from drawing unnecessary attention to itself. An open Q&A session at this time would certainly be difficult to handle.
Liquidity:
- Instead, we have seen two instances where the company and its owner are shoring up liquidity. First, Shareholder Günther Walcher through his vehicles Passive Participations Sarl and Aggregate Holdings 2 SA has been selling 19.7% and 7.4% of Corestate and then Aggregate Holdings itself reported the sale of its only recently acquired 10.8% stake in S-Immo.
- At €7.66/share, the proceeds of the Corestate sale should have improved liquidity available to Mr. Walcher by some €70, although we are not sure how much debt might be sitting at either of the two holding entities or elsewhere above.
"De-affiliation":
- We are speculating that the withdrawal from Corestate, which has been a customer and possibly financing partner to Adler could materially reduce the amount of related party disclosure otherwise required if for instance Cevdet Caner were to step up to the board of Aggregate and make himself official. We are not certain of this as a "related party" would have to be controlled, which usually means more than 50% shareholding.
- Moreover, it is interesting to see the unwind of this relationship so simultaneously with the unwind of the Gerresheimer transaction.
- Be it as it may, there is a chance this transaction does not ultimately result in liquidity to Aggregate’s shareholders.
S-Immo:
- We understand that the financing to buy the stake in S-Immo was not as aggressive as that used to acquire the stake in Adler and that it is not otherwise encumbered by financings elsewhere in the structure beyond what may have been raised for tis asset itself.
- For comparison, Aggregate held €250m of JPM margin loan against its stake in Adler, or 1/3 of the value. So we are expecting less than 1/3 of leverage on the S-Immo stake.
- Aggregate sold its 10.8% stake in S-Immo to Radovan Vitec of the Czech Republic and his vehicle CPI Property Group S.A. - presumably for cash. The share price at acquisition was approx. off €22/share. So we are expecting perhaps €120-150m of liquidity at Aggregate, once accounting for debt and potentially tax (see the long string of holding companies between Agghol and the stake itself).
Uses of Funds:
- Together, the two liquidations could amount to €120m on the low end or, with equity contribution fo the potential Corestate proceeds, €220m at the top end.
- The VIC refinancing will likely require the majority of this liquidity, before being able to agree on a stub and possibly a sr. sec piece at the green field operations. We had previously estimated that €100m ( ~ 1/3 in cash pay-down) could be sufficient for this, even if the remaining financing would be very expensive.
- Agreeing to a more expensive financing at VIC level however, would allow Aggregate to possibly show some cash on Balance Sheet to other investors across the structure, which would go a long way towards calming nerves.
- If the cash raised is at the lower end of expectations, then Aggregate may be able to fix the VIC refinancing, but would still be scrambling for more liquidity - not least to service interest going forward.
Positioning:
- We remain long the 24s for 5% of NAV. We have gone long the shorter dated, but smaller bond and continue to believe this to be the best position for now.
- Despite delays on a number of projects, due to covid or not, we remain positive on the quality of the assets overall and consider them less aggressively valued than their counterparts at Consus.
- Wit the liquidity squeeze beginning to be addressed, we consider the Aggregate bond even cheaper than they have been before.
- Following events at Adler last week, we are making changes to our positioning at Adler level. Please look out for a separate mail on the name later today.
Please reply to discuss,
Wolfgang
T: +44 203 744 7003