Morrisons: Good company / bad balance sheet - Initiation and Positioning
All,
Please find our analysis here.
After looking into the various tranches of debt available we have taken a position in Morrisons and expect to earn a mid-double digit YTM on solid credit fundamentals while earning a 10% cash running yield. Morrisons is the fifth largest grocery store operator in the UK with national coverage and a particular focus in the North and Midlands of the country. The debt on the balance sheet is significant, however, Morrisons has sufficient liquidity to service its debt for now with the expectation of improving FCF generation boosting coverage in the future. Even if Morrisons needed to restructure the balance sheet in the future, we are satisfied that the value of the company will cover the SSNs and the SUNs. The low coupons secured from the underwriting banks do give a high duration and exposure to interest rate volatility, but in the context of mid-teens returns we can live with this.
Positioning:
- We are taking a 2% position in the SSNs and 1% in the SUNs at a YTW of 12.8% (price 76p/£) and 17.4% (63p/£) respectively. We will be taking a further 2% in the SUNs after the Christmas Trading Statement assuming we are still satisfied and pending answers to the open questions below.
- Our aim is to earn a front-loaded 12% and 17% YTM while only taking limited risk of default. Should Morrisons have to restructure, we feel confident about the bondholders’ position and expect a fight for value to break out beneath the bonds.
- We see Morrisons as a low volatility, non-discretionary spending underlying business with a bad balance sheet.
Deal status quo:
- The timing of the Morrisons acquisition by CD&R was unfortunate but the canny structuring of the interest rate caps and the maturity profile of the debt gives the grocer plenty of time to hunker down and grow into its capital structure. Our modelling highlights that the debt is affordable, particularly in the context of plenty of liquidity. Morrisons also has significant freehold property assets that could be utilised to provide liquidity and deleveraging if needed.
- The route to CD&R recovering its equity investment is going to be challenging but the yield on the SSNs are attractive for secured debt on a UK grocer and the yield on the SUNs reflects the equity-like risk. The ride will be bumpy given the duration risk and economic headwinds but the rewards are there.
The debt stack is big but affordable for now:
- Interest coverage will be low over the next 4/5 quarters but availability under the RCF will ensure that there is sufficient cash. RCF lenders are also TL lenders and keeping the borrower out of distress whilst gross margin recovers is logical. We expect rolling coverage above 1.5x by January 2025.
- The lack of any material maturities before 2027 gives Morrisons further time for its cash flow to rebuild after the recession we have modelled.
- CD&R issued a Pref Equity tranche of £1.3bn (placed with GS and Ares), this has an 11% PIK coupon. Restructuring this obligation will be a focus for the owner given the level of value leakage as the principal rolls up.
Margins and Cash flow are under pressure for now but will come back:
- Morrisons is the #5 grocer in the UK and when the economy rebounds it will return to generating significant free cash.
- In the next two years, the cost headwinds and weak consumer environment will crimp returns. The UK economy will take time to recover and price support may continue to be required from retailers for some time.
- The cost-of-living crisis and a levered capital structure have challenged Morrison's margins this year and we expect the pressure on profitability and the top line to continue beyond this year as consumers feel the pinch.
- Food retailing grows in line with GDP, and capacity increases are not on the cards for the industry outside of investment in online fulfilment.
Significant assets to support the business.
- Owning 90% of its stores and other land assets (farming and processing) represents a potential source of liquidity with £7.5bn of PP&E on the latest balance sheet.
- A sale and leaseback on the property would help deleverage. Bonds issued out of the property holding company would be structurally senior to SUNs/SSNs. However, the ability for CD&R to remove that cash from the structure is limited by the indenture. We will do more work on this and raise it with management.
- At the time of the buy-out, the pension trustees sought charges over some assets to support the obligations of Morrisons. The fund was nearly £900m in surplus, but the trustees claimed that an insurance company stepping into Morrison's shoes would want an £800m dowry. We will be asking management how the trustee claim was settled.
- CD&R has also been told to sell 1/3rd of its Morrison's fuel stations as part of the CMA approval. Our reading is that this cash will be part of the structure and will be used to pay down debt, however, we want to clarify this with management.
RCF may be needed but is adequate:
- We have analysed the impact of a sustained period of weaker margins on liquidity and the balance sheet and we see liquidity as adequate for the business.
- Our modelling has no draw on the £1bn RCF. However, if the recession is deeper than our assessment then the RCF can help support the structure before improving the top line and recovering margin returns Morrisons to significant free cash flow generation.
Outstanding Questions:
- How could Sales and Lease-backs be structured to layer bonds? The indenture allows for additional debt that would be structurally senior to the SSNs/SUNs but that cash could not be simply removed from the restricted group. We want to do more work on this and discuss with management how they view the property assets.
- How could a sale of the 87 gas stations be structured? We want to clarify that cash from the sale of the petrol stations required by the CMA would be used to reduce debt. We also want to understand if CD&R is likely to sell the entire petrol business into its existing station business.
- Did the pension trustees receive security over any particular assets and how much? Since the completion, there has been no further comment on how the request for security was dealt with and if some of the property is already pledged to the pension trustees (and if they are to be brought into the inter-creditor agreement)
I look forward to discussing this with you all.
Aengus
T: +44 203 744 7055