Atos - The better plan.
All,
Please find our existing model here.
The main focus of this email is to outline the two proposals in front of Madame Hélène Bourbouloux, the Company and ultimately, the creditors who will have to vote on it. The magic number is 2/3rds majority, and with the creditor proposal already having irrevocable votes in favour of its plan in excess of a blocking minority, it does appear to be the front-runner. But many a slip ’twixt the cup and the lip.
Investment Considerations:
- Our investment considerations have not altered significantly since early May.
- Although our concern in relation to bondholders being treated differently to banks has disappeared, there still is tension between the two groups.
- Ultimately, even at these levels, we are reluctant to venture into the structure due to the forced sale of the BDS which both sides now appear to accept as fait accompli.
- We remain sceptical about the debt levels post-restructuring, especially under the creditor proposal. This is exaggerated by the 13% ((% cash) interest on the new money facilities.
Ranking the Proposals:
- To existing and potential investors, the different recoveries between the two proposals centre on the ultimate equity value of the Atos Group as a whole. Under the creditor proposal, creditors have the maximum equity exposure, with no immediate debt repayment. The EPEI proposal offers bondholders an opportunity to de-risk their position by receiving a c.20% debt pay-down at completion of the restructuring. There is no equivalent pay-down in the creditor proposal.
- The EPEI proposal appears to favour credit institutions (i.e. banks) that can provide LoCs and RCF facilities. The creditor proposal in contrast treats all creditors equally.
- Our view, the creditor proposal is the better option for investors. Any creditor investing into the structure recently is on the basis of a private equity investor basis and exposure to the equity upside. The EPEI proposal limits any upside to investors and more importantly, treats banks in a more favourable light than bondholders.
- With the creditor proposal backed by a SteerCo Bondholder Group, who with others would have a blocking stake in any creditor vote, we see this as the frontrunner. Unless the conciliator can conjure up some different creditor classes, the creditor proposal should win.
- Is there a compromise available? Creditors would accept EPEI as the anchor investor, but we don’t see EPEI willing to share a significant portion of the equity with creditors under any circumstances.
EPEI./Attestor Proposal:
- The bid is the final offer and is accompanied by a time limit, June 15th. However, we don’t think this is a major issue, as we suspect the Company & the Conciliator will seek a conclusion this week, in line with the Company statement.
- New Money of €500m, which is €100m lower than the previous plan of 6th of May. There is an option for a temporary additional €200m, provided on a super senior basis to provide liquidity over the period of restructuring.
- New Financings, totalling €1.2bn, including €500m RCF, €400m new factoring facilities and €300m New guarantee lines. This is also lower by €100m although the make-up has changed - €100m higher factoring and €200m lower guarantee facilities.
- Existing Debt, is where the biggest change is. €550m of existing debt is elevated for debt providers. €500m is repaid at par, €375m convertible bond, based on the value of the Digital Business, and an additional payment corresponding to the sales proceeds from the WorldGrid and Sensitive Activities disposals. The remainder is converted into c. 1% of the equity.
- Previously,
- €450m of debt was reinstated (New proposal €50m +),
- €400m of elevated debt to providers of new money (New proposal €550m)
- Contingent Instrument, based on 40% of proceeds/value of Digital business above €1.25bn (New Proposal starts at 50% of proceeds above €1.25bn, increasing to between 60% and 80% for value in excess of €1.75bn). Under both offer letters, the convertible bond has no value against the rest of the business.
OnePoint/Creditors Proposal:
- Firstly, I think it should be just known as the creditors’ proposal, with OnePoint/Butler Investments taking the role of anchor investor in this creditor-lead proposal.
- New Money/equity of €250m. Note the previous creditor plan envisaged new equity injection, but did not stipulate an amount. The OnePoint Proposal assumed €350m, with €250m coming from a OnePoint Consortium. The current €250m is assuming the OnePoint consortium provide €175m o the fresh equity, allocating 21% of the post-completion equity to OnePoint.
- New Financing of €1.5bn, which is €100m higher than the previous creditor plan of 6th of May. Consists of €450m RCF, €300m Bank Guarantees and €750m of bonds.
- Existing Debt - €2.9bn of debt to be written off for c. 70% of the equity. This is a higher debt conversion than previous plans, but with creditors taking c. 79% of the post-completion equity.
Next Steps:
- With the EPEI proposal having a firm deadline, 15th June, we expect that the Conciliator and the Company will pick a winner by the end of the week. There is another announcement due by Thursday.
Happy to discuss.
Tomás