European High Yield Non-Food Retail
Transcription
European High Yield Non-Food Retail
Fixed Income Special European High Yield Non-Food Retail Author: Jannik Prochnow Analyst +49 69 913090 595 jannik.prochnow@berenberg.com 19 February 2015 Overview 1. Recommendation and spreads 3 2. Company profiles 7 2.1 Hornbach Baumarkt 8 2.2 Maisons du Monde 16 2.3 BUT 23 2.4 Dufry 37 3. Appendix: Macroeconomic environment 36 4. Disclaimer 43 5. Contacts 51 19/02/2015 2 2. Recommendation and spreads Company initiations* Overweight on MdM and Dufry, marketweight on Hornbach Recommendations: (Screening Coverage) Berenberg initiates with a marketweight recommendation on Hornbach’s 02/2020 bond. We like the company’s leading market positions, its very efficient megastore network and the increasing international presence. However, we note that Hornbach operates in a highly seasonal, cyclical and competitive market and is strongly leveraged. We regard deleveraging potential as limited in the near future, especially due to higher capex requirements for the expansion of the store network. Moreover, we believe that Hornbach’s sound financial policy is already reflected in current spread levels. HBMGR 3 ⅞ 02/20 Senior unsecured notes Price / Z-spread / YTW: 110.0 / 146 / 1.8 (Pricing: 19/02/2015 BGN Close) Marketweight Maisons du Monde has exhibited very strong sales growth in recent years despite challenging market conditions. Furthermore, we like the company’s multi-channel approach with its unique product offering. At the same time, MdM’s high leverage and the sales shift towards less profitable furniture products weigh on its financial profile. Nonetheless, we believe that MdM will continue its growth story and will be able to deleverage in the near to medium term, especially given management’s deleveraging commitment. We therefore initiate on MdM’s 08/20 notes with an overweight rating. MDMFP 9 08/20 Senior secured notes Price / Z-spread / YTW: 102.5 / 797 / 8.2 (Pricing: 19/02/2015 BGN Close) Overweight We see the strong market position and brand recognition as BUT’s key strengths. We also like the company’s multichannel distribution strategy and its ability to gain market share. However, BUT has relatively weak operating margins which makes it more vulnerable to a setback in consumer demand, especially given its high leverage. Moreover, credit metrics are likely to remain under pressure due to future acquisitions, including a potential acquisition of 18 franchisee stores. As BUT has not provided us with the latest financial information, we are not in the position to provide a recommendation on its notes. BUTSAS 7 ⅜ 09/19 Senior secured notes Price / Z-spread / YTW: 95.8 / 825 / 8.5 (Pricing: 19/02/2015 BGN Close) No recommendation Berenberg initiates on Dufry’s 07/22 notes with an overweight rating. This is mainly based on Dufry’s very strong market position and large scale as well as its high profitability. More particularly, we like Dufry’s strong free cash flow profile although we note that FCF has been constrained by its acquisitions. On the negative side, Dufry is highly dependent on global passenger flows and its acquisition-driven growth strategy is reflected in high leverage ratios. However, we regard the downside risks as limited and note that Dufry’s 07/22 bonds are trading at an attractive pick-up vs. the double-B average. 19/02/2015 Source: Berenberg FI Research; *Our recommendations are based on a fundamental analysis & a relative valuation based on market spreads DUFSCA 4 ½ 07/22 Senior unsecured notes Price / Z-spread / YTW: 107.0 / 269 / 2.8 (Pricing: 19/02/2015 BGN Close) Overweight 4 Recommendation overview within the HY retail sector Current valuations of retailers offer some attractive entry opportunities In our screening coverage universe of European HY retailers, we recommend to overweight four and to marketweight two retailers. MDMFP 9 08/20 Senior secured notes Ratings*: B2 / B / Price / Z-spread / YTW: 102.5 / 797 / 8.2 DUFSCA 4 ½ 07/22 Senior unsecured notes Ratings*: Ba3 / BB+ / BB Price / Z-spread / YTW: 107.0 / 269 / 2.8 THOEUR 7 ⅜ 07/19 Senior secured notes Ratings*: B2 / B / Price / Z-spread / YTW: 102.0 / 652 / 6.7 (Pricing: 19/02/2015 BGN Close) (Pricing: 19/02/2015 BGN Close) (Pricing: 19/02/2015 BGN Close) Overweight Overweight Overweight (19/02/2015) (19/02/2015) (08/12/2014 – Click here) Even if the macroeconomic conditions for European retailers remain challenging, we believe that the aboveaverage spreads can offer very attractive entry points, particularly given the expected recovery in most parts of Europe. In our view, the following key success factors for retailers to remain competitive are: DRTYLN 5 ⅞ 03/21 Senior unsecured notes Ratings*: - / BB- / Price / Z-spread / YTW: 104.2 / 450 / 4.7 HBMGR 3 ⅞ 02/20 Senior unsecured notes Ratings*: Ba2 / BB+ / Price / Z-spread / YTW: 110.3 / 142 / 1.7 AAFFP 5 ⅝ 04/19 Senior secured notes Ratings*: B2 / B / BBPrice / Z-spread / YTW: 94.6 / 691 / 7.1 (Pricing: 19/02/2015 BGN Close) (Pricing: 19/02/2015 BGN Close) (Pricing: 19/02/2015 BGN Close) Overweight Marketweight Marketweight (08/12/2014 – Click here) (19/02/2015) (08/12/2014 – Click here) 19/02/2015 Source: Berenberg FI Research *Moody’s / S&P / Fitch - online presence or multichannel distribution strategy (Darty & Maisons du Monde) - international diversification (Dufry & Hornbach) - Efficient supply chain and operating flexibility (THOM Europe) 5 Spread landscape* Plenty shopping opportunities for investors within retailing 1,000 900 (B) Consumer BUTSAS 09/19 MDMFP 08/20 800 Furniture and homeware retail bonds BUTSAS 09/19 and MDMFP 08/20 offer the most appealing spreads within our observed universe. (B) Non-Financials AAFFP 04/19 Z-spread (in bps) 700 SMCPFP 06/20 THOEUR 07/19 600 On average, single-B consumer bonds trade approximately 50-150bp wider than single-B non-financials. 500 DRTYLN 03/21 400 300 (BB) Non Financials DUFSCA 07/22 200 HBMGR 02/20 BBB- Non Financials 100 0 0 1 2 3 4 5 6 7 8 9 10 Time to worst 19/02/2015 Source: Bloomberg (19/02/2015), Berenberg Fixed Income Research; *Outliers not shown and excluded from curve estimation 6 Spread performance The better the rating, the better the performance 130 125 Indexed z-spread (01/10/2014 = 100) 120 115 110 After a significant spread widening in October, the market has recovered recently. 105 100 Double-B names performed particularly well, with Dufry and Hornbach outperforming the market. 95 90 85 80 75 01/09/2014 01/10/2014 01/11/2014 01/12/2014 BofA ML B Corporates (OAS) BUTSAS 09/19 HBMGR 02/20 19/02/2015 Source: Bloomberg (19/02/2015), Berenberg Fixed Income Research 01/01/2015 01/02/2015 BofA ML BB Corporates (OAS) DUFSCA 07/22 MDMFP 08/20 7 2. Company profiles 2. Company profiles 2.1 Hornbach Baumarkt Hornbach Baumarkt Investment thesis and company snapshot Hornbach Baumarkt Recommendation: HBMGR 3 ⅞ 02/20 (Bloomberg: HBMGR<Corp>) Marketweight Company data Headquarter: Bornheim (Germany) Investment thesis Berenberg initiates with a marketweight recommendation on Hornbach’s 02/2020 bond. We like the company’s leading market positions, its very efficient megastore network and the increasing international presence. However, we note that Hornbach operates in a highly seasonal, cyclical and competitive market and is strongly leveraged. We regard deleveraging potential as limited in the near future, especially due to higher capex requirements for the expansion of the store network. Moreover, we believe that Hornbach’s sound financial policy is already reflected in current spread levels. Strengths Weaknesses • • • • • Highly seasonal and cyclical DIY market Very efficient megastore concept, good online presence Leading market positions with increasing market shares Successful everyday low price strategy High customer loyalty and strong brand recognition through original marketing campaigns • Good and increasing international presence Products: Tools and hardware, building materials, bathroom fittings and tiles, paint, wall and floor coverings, garden products Major shareholders: Hornbach Holding (76.4%) • Challenging competitive environment, but less pressure since bankruptcy of German competitor Praktiker Next financial release: 24/03/2015 (FY2014/15) Trading statement • High leverage (lease-adjusted) Company Snapshot Bond data German Hornbach Baumarkt AG is a leading European do-it-yourself (DIY) retailer with a network of 147 stores in Europe, of which 98 are based in Germany, representing c. 58% of sales. The company mainly focuses on operating >10,000sqm DIY megastores combined with garden centres. In 2010, Hornbach successfully introduced an online platform in Germany, followed by the launch of an online store in Austria 2013. The product range comprises over 50,000 products, which are offered at permanently low prices, and primarily target DIY customers engaged in large construction or renovation projects. Z-spread (in bps) 1,000 (Pricing: 19/02/2015 BGN Close) Callable: No Selected Financials MDMFP 08/20 BUTSAS 09/19 800 Price / Z-spread / YTW: 110.0 / 146 / 1.8 € m (FY ends 28 Feb) 2012 2013 2014 Amount outstanding (€): 250m 3Q2015 600 400 DUFSCA 07/22 200 HBMGR 02/20 Net sales 3,001.0 3,020.0 3,152.0 2,669.8 Gross profit 1,122.9 1,127.7 1,178.1 1,013.0 EBITDA 0 -200 0 19/02/2015 2 4 6 Time to worst 8 10 184.3 155.8 161.0 182.7 Adj. net debt/EBITDAR 3.6x 4.2x 4.0x 3.6x* EBITDA interest cover 7.3x 6.0x 9.6x 11.4x* FCF (before dividends) -5.9 -21.6 60.7 91.0 Source: Company data, Bloomberg (19/02/2015), Berenberg FI Research *Based on estimated FY2015 EBITDA/R figures. Bond ratings: Moody’s: Ba2 (positive) S&P: BB+ (stable) Covenants: Covenant-lite package Payment rank: Senior unsecured 10 Hornbach Baumarkt The German DIY retail market Industry characteristics In general, a DIY retailer offers a broad range of products and solutions for the independent realization of home improvements, in most cases targeted at private and professional consumers. Europe is the second largest DIY market worldwide, following the US. Within Europe, Germany represents the largest DIY market in terms of sales (c. €18.1bn in 2013). However, unlike other mature markets, the German DIY market is highly fragmented with many regional players (comparably low market concentration in Germany with top 5 players holding roughly 70% of the market in terms of sales) and characterized by fierce price competition, causing persisting pressure on margins. Online distribution could have important implications for the DIY market in the short to medium term. Compared to other sectors, the DIY/home improvement industry still exhibits a relatively low level of online sales penetration and therefore offers some potential for growth in the future. Industry forces • Focus on new markets considering mature and competitive German DIY market Increased focus on Eastern Europ. and neighbouring German markets DIY retailing • 3,000 20 2,000 10 1,000 State of the economy Pricing pressures • 30 • Increased use of discount campaigns to compete in the market (low switching costs, undifferentiated products) Service will be key to differentiate • In crisis times, home improvements come into focus ("homing") A strong housing market encourages people to move which supports the DIY market 0 11% 6% 6% 7% 19% 11% 15% 12% 13% 19/02/2015 Hellweg Praktiker/Max Bahr Globus/Hela Hagebau/Zeus Hornbach Toom Bauhaus Obi Other Internationalisation: very profitable European markets (except for Germany) • Not yet exploited potential for online distribution • Further market consolidation in the mid to long term • Cocooning as a social trend Sales density (rhs) Threats Preferred purchasing channel by various sectors (2012) Shipping development 100% 20% 30,000 7% 80% 56% 30% 17% 32% 31% 15% 21% 60% 25% 36% 33% 10%71% 20,000 68% 40% 56% 52% 49% 45% 67% 35% 20% 54% 50% 49% 39% 21% 0%0% 10,000 -10% • 0 Market size Market share by DIY retailer in Germany (2013) EUR per sqm* • Cocooning/homing (consumers are staying at home more frequently) Increasing environmental and cost awareness (need for energy efficiency and sustainability) EUR bn • Size and sales density of European DIY markets (2012) 40 4,000 Internationalisation Social trends • Opportunities 0 '02 '04 '06 '08 '10 '12 '14 '16 Demand (world container trade, Y/Y) Supply (containership fleet development, Y/Y) Aver. containership (rhs, USD/day) In-store purchases earnings* Online purchases Source: Company data, Dähne, PWC, Berenberg Equity Research, Berenberg FI Research; *Only considering stores >1,000 sqm 11 • Continuing slow economic recovery in Europe • Intensifying competition in German DIY market and other European countries Hornbach Baumarkt Strategic positioning Strategic direction Customer satisfaction in German DIY market Hornbach Baumarkt is a leading German DIY retailer which offers a broad range of high-quality building, renovation and garden products to project and professional customers, at consistently low prices. In addition, the company has a strong focus on offering a range of specialists advice and customer services. According to Kundenmonitor Deutschland 2014, Hornbach ranked top among German DIY retailers in terms of overall customer satisfaction (ranked 1st in 6 of 9 product range disciplines). Hornbach 2.23 Globus Baumarkt Berenberg competitive scoring 2.29 Hagebau 2.36 Bauhaus 2.39 Hellweg 2.45 Hornbach’s strategic concept concentrates on a large network of DIY megastores (average store size of 11,600 sqm) located in urban catchment Toom Baumarkt 2.49 areas, with the aim to permanently offer a large product selection (over Obi 2.51 50,000 products per store on average) in close proximity to its customers. Hornbach in particular convinces with a high efficiency (net sales/sqm) in its 2.6 2.5 2.4 2.3 2.2 Industry average domestic market , despite a challenging market environment with a rather low sales density in Germany. Moreover, Hornbach pursues an active European expansion plan with currently 49 stores in 8 non-domestic markets, which offer a higher sales density (c. 40% of sales and c. 60% of EBIT). Since 2010, with the launch of its online shop, Hornbach also makes use of a multi-channel retailing approach, helping the company to also attract customers outside of the catchment area of its megastores. Since 2013, an online shop is also available for Hornbach’s second largest market, Austria. German industry-wide DIY efficiency (2013)* Megastores 8,000 0 160 4,000 2,000 0 750 1,000 1,250 1,500 1,750 Net Sales (€/sqm) 19/02/2015 2,000 120 0 20 Brand awareness low / average / high 22.8 41 43 46 49 80 40 10 Distribution strategy weak / average / strong 22.4 22 92 91 92 92 €/sqm 6,000 No. of stores Avg store size (sqm) 10,000 Scale & geographic diversification weak / average / strong Financial policy conservative / sound / aggressive 5 Sweden 3 5 Slovakia 6 1 Czech… 8 10 11 Austria 12,000 Regulatory risks low / average / high Competitive position weak / average / strong Evolution of store network and weight. average sales / store 14,000 Sensitivity to macro cycles low / average / high Profitability low / average / high 21.6 Revenue & cash flow volatility low / average / high 21.2 2011 2012 2013 2014 Stores all over Europe Stores in Germany Weighted Average Sales per Store (rhs) Source: Company data, Kundenmonitor, Dähne, Berenberg FI Research; *Bubble size = total net sales in Europe, Praktiker went bankrupt. 12 Hornbach Baumarkt Focus on bond structure Capital structure Senior Unsecured Notes Maturity profile 300 €m 250 250 200 100 €m 3Q2015 Cash & cash equivalents Bank liabilities Other (423.7) 101.1 6.2 Senior unsecured notes 246.8 Net cash 69.6 – 1,313.0 3.6x* Adj. net debt (lease-adjusted) 0 Maximum availability under RCF RCF 12/16 xEBITDA/R HBMGR 3 ⅞ 02/20 Maturity Issuer: Hornbach Baumarkt AG Guarantor(s): Hornbach International GmbH 02/2020 250.0 Comments on Covenants • Covenant-lite package resulting in considerably less covenant protection than found in most high yield bonds (Restricted Payments, Asset Sales, Merger, Affiliate Transactions & Anti-Layering provisions missing) 12/2016 Senior Unsecured Notes 02/20 • No restriction on the amount of secured bank debt (debt will be senior to unsecured notes) Corporate structure • No limit on the amount of structurally senior subsidiary debt which will rank ahead of notes • Only optional redemption for tax reasons Senior Notes Issuer of the Notes • Weak Change of Control clause with double trigger (put at par; put not effective if at end of CoC period lower rating than BB+/Ba2 is assigned to issuer or long-term liabilities outstanding) Guarantors of the Notes Hornbach Holding AG Hornbach Baustoff Union GmbH Hornbach Baumarkt AG RCF Hornbach Immobilien AG • Events of Default contain both a cross acceleration and cross default clause (typical IG clauses; positive for investors) Hornbach International GmbH 19/02/2015 Source: Company data, Berenberg FI Research; *Based on estimated FY2015 EBITDA figures 13 Hornbach Baumarkt The rating agencies’ view The rating agencies’ opinion* • Strong position in German DIY market (M, S&P) • Relatively small size compared to other retailers (M) • Meaningful geographic diversification and further growing international presence (M, S&P) • Relatively high gross financial leverage (M) • High seasonality and cyclicality of the DIY industry – strong dependence on weather (S&P) • Stiff competition and additional pressure from specialized online retailers (S&P) • High CAPEX requirement for expansion of store network limits FCF generation (M) • Good strategy execution and customer satisfaction (M, S&P) • Well-positioned e-commerce platform (S&P) Ratings Moody’s: Corporate Family: Ba2 Senior unsecured: Ba2 Outlook: Positive Rating pressure could arise from*… Last update: 02/09/2014 • Sustainably maintain LFL revenue growth in Germany (M) • On-going negative sales trend (S&P) • Financial leverage trends towards 5.5x (M) • EBITDA margin expansion causing FFO/Debt to sustainably increase to more than 30% (S&P) • Contradiction of (S&P) adj. EBITDA margin to well below 10% causing (S&P): • Adj. Debt/EBITDA trends towards 4.0x (M) • EBITA/Interest Expense ratio remaining above 2.5x (M) S&P: Corporate Family: BB+ i) FFO/Debt to fall below 20% ii) FOCF/Debt to fall below 10% iii) EBITDA interest coverage to fall below 3.0x Senior unsecured: BB+ Outlook: Stable Last update: 31/07/2014 Threshold for rating pressure… Adjusted Debt/EBITDA (Moody’s) Fitch: EBITA/Interest Expense (Moody’s) Corporate Family: NR1 6.0x 3.0x 5.0x 4.7x 5.1x 4.9x Senior Secured: NR1 threshold for upward rating pressure threshold for downward rating pressure Outlook: n.a. 5.1x 2.5x Last update: n.a. 2.4x 2.5x 2.3x 4.0x 2.0x threshold for upward rating pressure 2.0x 1 3.0x 1.5x 2011 2012 2013 2014 2011 Debt/EBITDA 19/02/2015 Source: Company data, Moody’s, S&P, Berenberg Fixed Income Research; *M = Moody’s 2012 2013 2014 EBITA/Interest Expense 14 NR = Not rated Hornbach Baumarkt Summary of company figures Selected profit & loss and cash flow financials (€ m) € m (FY ends 28 February) Selected balance sheet financials, ratios and store network evolution 2012 2013 2014 3Q2015 € m (FY ends 28 February) 2012 2013 2014 3Q2015 3,001.0 3,020.0 3,152.0 2,669.8 Store network (#) 134 138 141 147 LFL growth 2.8% -1.4% 2.7% 4.9% 1,628.1 1,597.4 1,670.3 1,755.2 Gross profit 1,122.9 1,127.7 1,178.1 1,013.0 % o/w intangibles 1.0% 0.8% 0.7% 0.6% EBITDA 184.3 155.8 161.0 182.7 Cash 404.3 317.2 371.1 423.7 EBITDA Margin 6.1% 5.2% 5.1% 6.8% FCF/Total debt -1.4% -5.6% 16.3% 14.1%* Change in working capital -40.2 -13.1 19.4 34.1 Debt/EBITDA 2.3x 2.5x 2.3x 1.9x* Capex -95.6 -116.1 -71.9 -76.9 Net debt/EBITDA 0.2x 0.4x 0.0x Net cash* Cash interest -25.2 -26.1 -16.9 -12.4 Adj. debt/EBITDAR 4.8x 5.2x 5.2x 4.8x* Cash taxes -29.1 -22.1 -31.0 -36.5 Adj. net debt/EBITDAR 3.6x 4.2x 4.0x 3.6x* Free Cash flow -5.9 -21.6 60.7 91.0 EBITDA interest coverage 7.3x 6.0x 9.6x 11.4x* Customer sales Revenue & Profitability 4,000 1,600 8% Total assets Adj. net debt/EBITDAR* EBITDA interest coverage 6.0x 6.8% 1,200 6% 4.0x 3.6x €m 2,000 4% 4.5x 800 9.0x 7.3x 125 3.0x 2% 0 0% 2012 19/02/2015 2013 2014 3Q2015 Revenue EBITDA EBITDA margin (rhs) 400 1.5x 0 0.0x 6.0x 6.0x 4.5x 50 3.0x 25 1.5x 0 0.0x 2012 2012 2013 2014 3Q2015 Adj. Net debt EBITDAR Adj. net debt/EBITDAR (rhs) Source: Company data, Berenberg FI Research; *Based on estimated FY2015 EBITDA/R and FCF figures. 7.5x 100 75 1,000 12.0x 10.5x 150 3.6x €m 5.1% 4.2x €m 5.2% 9.6x 175 6.1% 3,000 11.4x 200 2013 2014 3Q2015 EBITDA Cash Interest Expense EBITDA interest coverage 15 2. Company profiles 2.2 Maisons du Monde Maisons du Monde Investment thesis and company snapshot Maisons du Monde Recommendation: MDMFP 9 08/20 (Bloomberg: MDMFP <Corp>) Overweight Company data Headquarter: Vertou, Nantes (France) Investment thesis Maisons du Monde has exhibited very strong sales growth in recent years despite challenging market conditions. Furthermore, we like the company’s multi-channel approach with its unique product offering. At the same time, MdM’s high leverage and the sales shift towards less profitable furniture products weigh on its financial profile. Nonetheless, we believe that MdM will continue its growth story and will be able to deleverage in the near to medium term, especially given management’s deleveraging commitment. We therefore initiate on MdM’s 08/20 notes with an overweight rating. . Strengths Weaknesses • • • Broad product range with a unique brand offering Multi-channel approach combining a strong French store with an integrated European-wide online platform Supply-chain integrated business model Strong track record of achieving market share gains and growth in earnings and profitability • • • • • Products: Furniture, large and small decorative items Major shareholder: Bain Capital, management Next financial release: 9 April 2015 FY 2014 financial statements Modest size of business operations and limited geographical diversification (~ ⅔ of sales in France) High seasonality and cyclicality of the furniture and decoration market High leverage Sales shift towards less profitable furniture products Bond data Price / Z-spread / YTW: 102.5 / 797 / 8.2 Company Snapshot (Pricing: 19/02/2015 BGN Close) Maisons du Monde (MdM) is a France-based multi-channel retailer which offers a wide range of furniture and decorative items under its own brand label. Founded in 1996, the company currently operates a network of 241 stores across Europe, with a primary focus on France. In addition, MdM increases its geographical reach by offering its products via its website in countries where it has no brick-and-mortar presence. In 2013, the majority stake of MdM was acquired in an LBO by Bain Capital. The management team around founder and CEO Xavier Marie has remained another significant shareholder. Z-spread (in bps) 1,000 Selected Financials MDMFP 08/20 BUTSAS 09/19 800 € m (FY ends 31 Dec) 2011 2012 2013 LTM 3Q2014 Customer sales 421.3 494.7 549.7 602.2* Gross profit 257.4 305.3 366.4 424.7 EBITDA 59.6 75.0 70.9 65.6 Adj. net debt/EBITDAR 7.1x 6.5x 5.2x 6.5x EBITDA interest coverage 3.7x 4.6x 3.2x 2.0x Free cash flow 12.6 11.0 -5.9 -2.7 600 400 DUFSCA 07/22 200 HBMGR 02/20 0 -200 0 19/02/2015 2 4 6 Time to worst Callable (only on dates shown) 08/01/2016 @ 104.50% 08/01/2017 @ 102.25% 08/01/2018 @ 100.00% 08/01/2019 @ 100.00% 8 10 Source: Company data, Bloomberg (19/02/2015), Berenberg FI Research *Reported FY 2014 sales volume according to trading statement. Amount outstanding (€): 325m Bond ratings: Moody’s: B2 (stable) S&P: B (stable) Covenants: HY standard package Payment rank: Senior secured 17 Maisons du Monde The French homeware & equipment retail market Industry characteristics The homeware retail market covers products from home furniture to decorative items. This definition is extended to home equipment when including electrical goods (white & brown goods). In general, the sub-segment for decorative items is more resistant to economic downturns considering its less discretionary character. Over the past years, the size of the European homeware market remained relatively stable with a CAGR of c. 0.15%. The French market exhibited a similar development with a slightly higher CAGR of c. 0.55%. Compared to other European homeware markets, the French market is characterized by a relatively low consumer spending per household. This is mainly attributable to prevailing low furniture renewal rates in France, where furniture is generally replaced less often on average. Opportunities In the future, internet sales will constitute a key driver also for the French homeware industry, considering the generally high level of web-generated sales in France compared to other European markets and further growth expectations. Consumer spending levels • Highly competitive market • • • • Rising trend in France Demographic trends (ageing population tend towards ownerhsip) Developments in housing finance • Homeware retailing • Increased use of discount campaigns to compete in the market (low switching costs, undifferentiated products) Service is key to differentiate • 200 Discretionary good Dependent on disposable income and consumer confidence Focus on home improvements during crisis times ("homing") 152.6 143.7 147.2 149.7 147.2 149.5 Housing market activity 0 16.2 16.3 15.9 15.7 16.2 80 16.8 17.4 17.2 • Higher growth potential for French market due to population trends (number of households) and relatively low market penetration (low renewal rates) 603 16.9 16.9 17.2 16.8 Threats Other EU countries 500 1.0 1.2 60.7 0% 40.7 40 3.0 1.4 20,000 5.4 6.5 8.2 10,000 0 47.5 '02 '04 10.6'06 13.0 '08 '10 '12 '14 '16 5.6 Demand (world container trade, Y/Y) 0 Supply2008 (containership fleet development, 2007 2009 2010 2011 2012 Y/Y) 2013 Aver. containership earnings* France Germany Italy Spain Belgium (rhs, UK USD/day) Austria Others 25.6 20 Homewares Furniture and electrical goods generally more cyclical and vulnerable to adverse economic developments • Risk of a prolonged economic downturn in France • Highly competitive market with significant competition from international online retailers (e.g. Amazon) 74.2 60 -10% • 30,000 YoY Growth in % 10% € bn € spend / HH 20% Home Furnishings 19/02/2015 16.4 Shipping development 1,020 716 142.5 145.6 146.1 Web sales evolution by European countries 1,142 800 Positioning as service specialist (home design, clickand-collect, etc.) 50 Decrease in real estate transactions negatively affects demand for furniture products Sales of decorative accessories less affected (less discretionary) Consumer spending on homeware across Europe 907 • 100 France 1,200 1,000 800 600 400 200 0 158.8 164.7 155.6 150 € bn • • Sophisticated multi-channel approach: integration of webbased and mobile platforms Size of European vs French homeware market Industry forces Homeownerhsip trend • Source: Company data, OC&C, Euromonitor, Berenberg Fixed Income Research; *No figure for other EU countries in 2012 available 18 Maisons du Monde Strategic positioning Strategic direction Competitive landscape High share of decoration Specialists Maisons du Monde (MdM) targets a niche segment in the homeware market, offering a broad range of stylish and authentic products at affordable prices. The French homeware retailer focuses on a complementary multi-channel approach, combining a strong store presence (241 stores as of 2014) with an increasing focus on website and mobile application as well as catalogue offerings. Berenberg competitive scoring Furniture & furnishing stores High share of furniture Besides the strong exposure to its core market France, MdM also Home equipment focuses on building up its presence in other European countries. As Mail order & of 2013, the company operated 45 stores outside of France and Internet opened a further 7 in 2014. Additionally, MdM offers a large part of Department stores its products via its website in countries with no store presence, Store-based Click & Mortar Internet-only retailers retailers including Austria and UK. In the future, Maisons du Monde aims to increase its physical presence in other promising European markets such as Germany, where Maisons du Monde opened two stores in 2014, and Switzerland, where the company opened its first store in 2014. Nonspecialists Sensitivity to macro cycles low / average / high Regulatory risks low / average / high Scale & geographic diversification weak / average / strong With regard to its product offering, the company sets a focus on the continuous renewal and rotation of its product collections to limit the impact of inventory and fashion risk. The focus within its product range is on small decorative items (c.52% of sales in 2013), which have a higher net margin contribution due to the transportation costs associated with furniture and large decorative items, which are not fully offset by delivery fees. Sales distribution by country and channel Competitive position weak / average / strong Sales split by product category (2013)? Large decorative items Others 69% 8% Tables & chairs 6% 7% 86% Financial policy conservative / sound / aggressive Decorative objects Household textile Distribution strategy weak / average / strong 12% Outdoor furniture € 550m Dressers & welsh dressers Cupboard & wardrobes 14% 1% 2% 18% Coffee& side tables 4% 6% Bookshelves & shelves 3% 2% 1% 4% 3% 2% 10% Armchairs & couches Italy Belgium Web 19/02/2015 Spain Germany 4% Brand awareness low / average / high Lighting 9% Mirrors & frames 9% 9% Beds & bedsides France 3% Kitchenware 6% Junior Tableware Revenue & cash flow volatility low / average / high Small decorative items Others Stores Source: Company data, OC&C, Berenberg Fixed Income Research Profitability low / average / high 19 Maisons du Monde Focus on bond structure Capital structure Senior Secured Notes €m Maturity profile Cash & cash equivalents 400 325 300 €m 3Q2014 200 100 60 xEBITDA/R Maturity MDMFP 9 08/20 Issuer: Magnolia (BC) S.A. Guarantor(s): Magnolia (BC) Midco S.A.R.L., Magnolia (BC) S.A.S., Maisons du Monde S.A.S. & Maisons du Monde Italie S.R.L. (14.2) Senior secured RCF (€60m) 20.0 08/2019 Senior secured notes 325.0 08/2020 Net senior secured debt 330.8 5.0x* Net senior secured debt (lease-adj.) 689.4 6.5x* Comments on Covenants 0 RCF 08/19 • Holdco issuance level - Issuer without revenue-generating operations, depending on cash from subsidiaries to service notes • RCF ranks pari passu to notes, but poss. super priority status of RCF and certain hedging debt up to AMT of €80m during enforcement • Certain post-completion mergers should be completed latest by 31/12/2014 (cf. corpor. structure). Following completion i.a. IPO Debt Pushdown could take place (under certain conditions), which would trigger certain changes to the Indenture, i.a. the removal of certain covenants, the substitution of BidCo for the issuer and the release of certain security interests over the collateral. • Weak LMT on Liens covenant allows substantial additional debt (contribution debt, purchase money debt, credit facility basket, general debt basket, uncapped hedging debt) to be secured on the collateral. Moreover, ratio debt (including additional notes) may also be secured on collateral without a monetary cap only subject to a CSSLR ≤3.5x Senior Secured Notes 08/20 Corporate structure Magnolia (BC) Luxco S.C.A. Magnolia (BC) Holdco S.a.r.l. ("LuxCo 2") ("LuxCo 1") Bain Capital Issuer of the Notes Magnolia (BC) Midco S.a.r.l. Guarantors of the Notes ("LuxCo 3") Senior Secured Notes € 325m Magnolia (BC) S.A. € 60m RCF Magnolia (BC) S.A.S. ("BidCo") (Post-closing merger 1) Cadr' Academy 1 S.A.S. € 269.7m notes proceeds loan Cadr' Academy 2 S.A. Ginkgo B. S.A.S. ("Target") Abaco S.A.S. Maisons du Monde S.A.S. Maisons du Monde Italie S.R.L. Non-Guarantor Subsidiaries (Restricted Group) 19/02/2015 Source: Company data, Berenberg FI Research *Based on LTM figures 20 Maisons du Monde The rating agencies’ view The rating agencies’ opinion • Good track record of achieving revenue growth (M) • Large exposure to the fragmented, low-growth French furniture market (M/S&P) • Diversity of the product range – often renewed (M) • High cyclicality and seasonality of the business (M/S&P) • Above average operating efficiency (S&P) • • Complementary distribution channels with a successful e-commerce platform (M/S&P) Fashion and inventory risk with regard to the business model (S&P) • Highly leveraged (S&P) Ratings Moody’s: Corporate Family: B2 Senior Secured: B2 Outlook: Stable Rating pressure could arise from… Last update: 05/11/2014 • Significantly positive LfL growth rates (S&P) • EBITDA/cash interest falling below 2.0x (S&P) • Successful execution of store repositioning (M) • • Continued positive FCF generation and above industry-average profitability (M) EBITDA deterioration due to increased competition or failure to manage fashion and inventory risks (S&P) • Adj. (Gross) Debt/EBITDA sustainably below 5.0x and EBITA/interest expense above 2.0x (M) • • S&P: Corporate Family: B Adj. (Gross) Debt/EBITDA remaining above 6.0x (M) Deterioration of the liquidity profile (S&P) Senior Secured: B Outlook: Stable Last update: 27/03/2014 Thresholds for rating pressure… Fitch: 12-18m forward view Moody‘s (as of 15/10/2014) Adj. (Gross) Debt/EBITDA 5.8x-6.2x S&P EBITDA/cash interest (as of 27/03/2014) Outlook: n.a. Last update: n.a. 5.0x Threshold for upward rating pressure 3.0x Threshold for downward rating pressure 6.0x Threshold for downward rating pressure 2.0x Threshold for upward rating pressure 19/02/2015 Senior Secured: NR1 >2.5x Threshold for upward rating pressure EBITA/Interest Expenses Corporate Family: NR1 12m forward view 1.3x-1.5x 1 2.0x Source: Company data, Moody’s, S&P, Berenberg Fixed Income Research *M = Moody’s 21 NR = Not rated Maisons du Monde Summary of company figures Selected profit & loss and cash flow financials Selected balance sheet financials, ratios and store network evolution* € m (FY ends 31 December) 2011 2012 2013 LTM 3Q14 € m (FY ends 31 December) 2011 2012 2013 LTM 3Q14 Customer sales 421.3 494.7 549.7 602.2* Store network (#) 215 224 236 241* LFL growth 13.4% 5.9% -0.1% 1.2%* Total assets 509.1 549.9 827.6 808.9 Gross profit 305.3 366.4 404.7 424.7 % o/w intangibles 54.5% 47.9% 59.1% 58.5% EBITDA 59.6 75.0 70.9 65.6 Cash 62.2 70.0 62.8 14.2 14.1% 15.2% 12.9% 10.7% FCF/Total debt 2.5% 2.0% -1.8% -0.8% Change in working capital -9.2 -4.6 -11.9 -1.4 Debt/EBITDA 8.5x 7.4x 4.7x 5.3x Capex -20.2 -39.3 -42.1 -32.4 Net debt/EBITDA 7.5x 6.5x 3.8x 5.0x Cash interest -16.0 -16.3 -22.2 -32.9 Adj. debt/EBITDAR 7.7x 7.1x 5.7x 6.6x Cash taxes -1.6 -3.9 -0.6 -1.7 Adj. net debt/EBITDAR 7.1x 6.5x 5.2x 6.5x Free Cash flow 12.6 10.9 -5.9 -2.8 EBITDA interest coverage 3.7x 4.6x 3.2x 2.0x Revenue & profitability 800 750 12.9% €m 12% €m 600 10.7% 400 8% 200 4% 0 0% 2011 2012 2013 LTM Customer sales 3Q2014 EBITDA EBITDA margin (rhs) 19/02/2015 900 16% 15.2% 14.1% EBITDA interest coverage Adj. net debt/EBITDAR 9.0x 7.1x 6.5x 6.5x 6.0x 7.5x 4.6x 60 5.2x 600 6.0x 450 4.5x 300 3.0x 150 1.5x 0 0.0x 2011 80 €m EBITDA Margin 4.5x 2.0x 20 3.0x 1.5x 0 0.0x 2011 2012 2013 LTM 3Q2014 Adj. net debt EBITDAR Adj. net debt/EBITDAR Source: Company data, Berenberg FI Research; *FY 2014 figures according to trading statement 3.2x 3.7x 40 2012 2013 LTM 3Q2014 EBITDA Cash interest expenses EBITDA interest cover (rhs) 22 2. Company profiles 2.3 BUT BUT Investment thesis and company snapshot BUT Recommendation: BUTSAS 7 ⅜ 09/19 (Bloomberg: BUTSAS<Corp>) No recommendation Company data Headquarter: Emerainville (France) Investment thesis We see the strong market position and brand recognition as BUT’s key strengths. We also like the company’s multichannel distribution strategy and its ability to gain market share. However, BUT has relatively weak operating margins which makes it more vulnerable to a setback in consumer demand, especially given its high leverage. Moreover, credit metrics are likely to remain under pressure due to future acquisitions, including a potential acquisition of 18 franchisee stores. As BUT has not provided us with the latest financial information, we are not in the position to provide a recommendation on its notes. Strengths Weaknesses • • • • • Leading position in the French home equipment market Very high brand awareness Largest store network and balanced national footprint in France, good online presence Consistent growth in market share over recent years • • • Products: Furniture, decorative items, electrical and home appliances Major shareholders: Colony Capital, Goldman Sachs ESSG, OpCapita Modest size and strong concentration on France Cyclical, seasonal and highly competitive nature of the French home equipment market Weak operating margins and high leverage Potential cash outflow of €48m from November 2015 onwards due to a franchisee put option of 18 stores Next financial release: N.A. Bond data Price / Z-spread / YTW: 95.8 / 825 / 8.5 Company Snapshot Founded in 1972, BUT is one of the leading home equipment retailers in France. The company’s business model is based on a one-stop shop concept, offering a broad range of furniture, decoration items as well as electrical and home appliances. With 258 stores (including franchisees) the company currently operates the largest home equipment store network in France and its online platform, launched in 2010, is one of the top 30 commercial websites in France nowadays. Since 2008, a consortium around Colony Capital, Goldman Sachs Group and OpCapita holds the majority stake in BUT. Z-spread (in bps) 1,000 Amount outstanding (€): 180m € m (FY ends 30 Jun) 2011 2012 2013 LTM 3Q2014 Retail sales 972.0 1050.4 1104.9 1164.2 Gross profit 392.4 450.8 457.4 485.0 Adj. EBITDA 70.6 66.0 43.0 57.4 Adj. net debt/adj. EBITDAR 5.4x 4.4x 5.5x 4.9x 600 400 DUFSCA 07/22 200 HBMGR 02/20 0 -200 0 19/02/2015 2 4 6 Time to worst Callable (only on dates shown) 15/07/2016 @ 103.6875% 15/07/2017 @ 101.8438% 15/07/2018 @ 100.0000% Selected Financials* MDMFP 08/20 BUTSAS 09/19 800 (Pricing: 19/02/2015 BGN Close) 8 10 Adj. EBITDA interest cover 3.9x 4.6x 4.9x 4.0x Free cash flow 33.2 12.0 6.5 64.3 Source: Company data, Bloomberg (19/02/2015), Berenberg FI Research Bond ratings: Moody’s: B3 (negative) S&P: B (stable) Fitch: B (stable) Covenants: HY standard package Payment rank: Senior secured 24 BUT The French homeware & equipment retail market Industry characteristics The homeware retail market covers products from home furniture to decorative items. This definition is extended to home equipment when including electrical goods (white & brown goods). In general, the sub-segment for decorative items is more resistant to economic downturns considering its less discretionary character. Over the past years, the size of the European homeware market remained relatively stable with a CAGR of c. 0.15%. The French market exhibited a similar development with a slightly higher CAGR of c. 0.55%. Compared to other European homeware markets, the French market is characterized by a relatively low consumer spending per household. This is mainly attributable to prevailing low furniture renewal rates in France, where furniture is generally replaced less often on average. Opportunities In the future, internet sales will constitute a key driver also for the French homeware industry, considering the generally high level of web-generated sales in France compared to other European markets and further growth expectations. Consumer spending levels • Highly competitive market • • • • Rising trend in France Demographic trends (ageing population tend towards ownerhsip) Developments in housing finance • Homeware retailing • Increased use of discount campaigns to compete in the market (low switching costs, undifferentiated products) Service is key to differentiate • 200 Discretionary good Dependent on disposable income and consumer confidence Focus on home improvements during crisis times ("homing") 152.6 143.7 147.2 149.7 147.2 149.5 Housing market activity 0 16.2 16.3 15.9 15.7 16.2 80 16.8 17.4 17.2 • Higher growth potential for French market due to population trends (number of households) and relatively low market penetration (low renewal rates) 603 16.9 16.9 17.2 16.8 Threats Other EU countries 500 1.0 1.2 60.7 0% 40.7 40 3.0 1.4 20,000 5.4 6.5 8.2 10,000 0 47.5 '02 '04 10.6'06 13.0 '08 '10 '12 '14 '16 5.6 Demand (world container trade, Y/Y) 0 Supply2008 (containership fleet development, 2007 2009 2010 2011 2012 Y/Y) 2013 Aver. containership earnings* France Germany Italy Spain Belgium (rhs, UK USD/day) Austria Others 25.6 20 Homewares Furniture and electrical goods generally more cyclical and vulnerable to adverse economic developments • Risk of a prolonged economic downturn in France • Highly competitive market with significant competition from international online retailers (e.g. Amazon) 74.2 60 -10% • 30,000 YoY Growth in % 10% € bn € spend / HH 20% Home Furnishings 19/02/2015 16.4 Shipping development 1,020 716 142.5 145.6 146.1 Web sales evolution by European countries 1,142 800 Positioning as service specialist (home design, clickand-collect, etc.) 50 Decrease in real estate transactions negatively affects demand for furniture products Sales of decorative accessories less affected (less discretionary) Consumer spending on homeware across Europe 907 • 100 France 1,200 1,000 800 600 400 200 0 158.8 164.7 155.6 150 € bn • • Sophisticated multi-channel approach: integration of webbased and mobile platforms Size of European vs French homeware market Industry forces Homeownerhsip trend • Source: Company data, OC&C, Euromonitor, Berenberg Fixed Income Research; *No figure for other EU countries in 2012 available 25 BUT Strategic positioning Strategic direction Competitive landscape BUT is one of the leading French retailers for home equipment, targeting a low-to-middle class customer segment with an increased awareness for value and quality. High share of decoration Berenberg competitive scoring Specialists Furniture & The company offers an appealing multi-channel approach, focusing furnishing stores increasingly on a click-and-collect strategy. As of March 2014, BUT operated 258 stores of which 176 are operated directly and the remaining 82 by franchisees. The typical store is located in or near Home equipment middle-sized cities to attract both local and regional customers. Besides its classic store format and a few stores in large cities, the Mail order & Internet company also offers BUT Cosy stores. The Cosy concept is based on Department stores smaller-sized stores (1,400 sqm vs 2,800 sqm), located in small Store-based retailers Click & Mortar Internet-only retailers towns, aiming to further increase the company’s customer reach. BUT’s extensive store network is complemented by its strong online presence. The company’s e-commerce platform is one of the most visited commercial websites in France, attracting approximately 2.5m unique visitors per month. BUT is a well-established household brand in France and profits form a strong customer perception. Moreover, the company was able to achieve continuous market share gains over the past 5 years, mainly associated to a successful change in its strategic direction since 2010, shifting focus away from low-margin potential grey goods (computers, printers, etc.) towards a higher share of decorative products (lightening, textiles, wall decorations, etc.), providing higher margins and footfall sales. High share of furniture Non specialists Sensitivity to macro cycles low / average / high How do French customers perceive BUT? Regulatory risks low / average / high Scale & geographic diversification weak / average / strong Competitive position weak / average / strong Growth of market share against main competitors Financial policy conservative / sound / aggressive 20% #1 Favorite for furniture overall Best prices Best quality of products #2 #3 #4 #5 #6 17.8% 18% 17.8% 17.9% 17.0% 16.9% 16% 14.6% 14.0% 14.5% 14.9% Distribution strategy weak / average / strong 15.3% Brand awareness low / average / high 14% 12% 9.7% 10.0% 2009 2010 10.3% 10.6% 11.3% Profitability low / average / high 10% Best advice 8% IKEA 19/02/2015 Source: Company data, OC&C, Roland Berger, IPEA, Berenberg Fixed Income Research 2011 Conforma 2012 Revenue & cash flow volatility low / average / high 2013 BUT 26 BUT Focus on bond structure Capital structure* Maturity profile 300 €m 250 200 180 150 100 50 30 0 Senior Secured Notes €m 3Q2014 Cash & cash equivalents Super senior secured RCF (€30m) (54.0)* - 11/2018 Senior Secured Notes 180.0 09/2019 Other debt 18.3 Net debt 144.3 2.5x** Guarantor(s): Décomeubles Partners S.A.S, BUT International, Cogesem S.A.S. Net debt (lease-adjusted) 657.1 5.4x** Comments on Covenants xEBITDA/R Maturity BUTSAS 7⅜ 09/19 Issuer: BUT S.A.S. • Subsidiary guarantees from BUT International and Cogesem essentially useless unless/until issue proceeds downstreamed (French corporate law) • Weak Change of Control clause due to leverage-based portability feature (immediate portability) • LMT on Indebtedness provision with aggressive features leaving some immediate headroom i.a. for ratio debt (higher-than-standard FCCR at 2.25x BUT opening level at 4.0x) and Credit Facilities (c.€10m immediate headroom). Moreover, material Permitted Debt baskets (~€125m over all baskets) in context of notes’ issue size • Alarming LMT on Liens provision with scope of Permitted Collateral Liens allowing to secure additional notes under any permitted debt basket on collateral pari with initial notes without CSSLR test (dilution of initial noteholders) • Risk of uncapped cash leakage due to Restricted Payments provision allowing unlimited dividends if NLR ≤2.25x (just below 2.5x opening level) 2014 2015 2016 2017 2018 2019 RCF 11/18 Senior Secured Notes 09/19 Corporate structure Private Equity Consortium Issuer of the Notes Guarantors of the Notes 100% Fair Partners Sàrl-SCA 100% (Luxembourg) Fair Finance Sàrl-SCA 99.9% (Luxembourg) Fair Finance Sàrl-SCA 0.1% (Luxembourg) 100% Décomeubles Partners SAS (France) 100% € 180m Senior Secured Notes € 30m RCF BUT SAS (France) 100% Immobut SCI (France) Non-Guarantor Subsidiaries BUT International (France) Cogesem SAS (France) 19/02/2015 Non-Guarantor Subsidiaries Source: Company data, Berenberg FI Research; *Based on pro forma figures **Based on LTM adj. EBITDA/R 27 BUT The rating agencies’ view The rating agencies’ opinion* • Good position and growing market share in the French home equipment market (M/S&P) • Strong exposure to fragmented, competitive French home equipment market (M/S&P) • Good brand recognition (M) • • Turnaround initiated in 2013 and expectation of continuing improvements (S&P) Exposure to discretionary spending with regard to the furniture retail business (M/S&P) • Weak current profitability levels (M/S&P) • Management initiatives (flexible pricing policy, cost control, etc.) created positive operating momentum (S&P) • Highly leveraged (M/S&P) • Inadequate liquidity for further acquisitions (M) Ratings Moody’s: Corporate Family: B2 Senior Secured: B3 Outlook: Negative Rating pressure could arise from… Last update: 18/06/2014 • Financial policy remains commensurate (S&P) • Unable to restore sustainable levels of FOCF (S&P) • Sustainable FCF generation combined with a on-going improvement of its market position (M/S&P) • More aggressive financial policy (S&P) • • Unadj. FFO/Cash Interest in the high end of the 2.5x3.0x range (M) Adj. leverage exceeding 5.0x or unadj. FFO/Cash Interest below 2.0x on a long-term basis (S&P) • Adj. (Gross) Debt/EBITDA sustainably below 5.5x (M) • Adj. (Gross) Debt/EBITDA remaining above 6.5x for a prolonged period of time (M) • Any weakening of the liquidity profile (M) S&P: Corporate Family: B Senior Secured: B Outlook: Stable Last update: 11/09/2014 Thresholds for rating pressure… Fitch: Adjusted (Gross) Debt/EBITDA (Moody’s) 9.0x 8.7x S&P 8.4x 8.0x 7.6x 7.0x 6.4x 6.0x threshold for downward rating pressure 5.0x threshold for upward rating pressure Adj. Debt/EBITDA Outlook: n.a. Threshold for downward rating pressure >5.0x Last update: n.a. FFO/Cash Interest >2.0x Threshold for downward rating pressure 2010 2011 2012 Senior Secured: NR1 (as of 27/03/2014) 3.7x Threshold for upward rating pressure 4.0x Corporate Family: NR1 ‘15 forward view 2.5x-3.0x 1 <2.0x 2013 Adj. (Gross) Debt/EBITDA 19/02/2015 Source: Company data, Moody’s, S&P, Berenberg Fixed Income Research *M = Moody’s 28 NR = Not rated BUT Summary of company figures Selected profit & loss and cash flow financials (€ m) Selected balance sheet financials, ratios and store network evolution € m (FY ends 30 June) 2011 2012 2013 LTM 3Q14 € m (FY ends 30 June) 2011 2012 2013 LTM 3Q14 Retail sales 972.0 1050.4 1104.9 1164.2 Store network (#) 213 217 228 258 LFL growth -2.4% 3.5% -3.0% 0.1% Total assets 880.1 774.7 732.2 723.7 Gross profit 392.4 450.8 457.4 485.0 % o/w intangibles 17.2% 22.3% 25.0% 26.1% EBITDA 70.6 66.0 43.0 57.4 Cash 38.5 58.9 77.9 54.0 EBITDA Margin 7.3% 6.3% 3.9% 4.9% FCF/Total debt 9.9% 7.0% 4.1% 32.4% 9.3 4.9 11.9 47.7 Debt/adj. EBITDA 4.8x 2.6x 3.7x 3.5x Capex -28.6 -33.9 -31.3 -24.8 Net debt/adj. EBITDA 4.2x 1.7x 1.9x 2.5x Cash interest -17.9 -14.3 -8.8 -14.3 Adj. debt/adj. EBITDAR 5.7x 4.9x 6.2x 5.9x Cash taxes -0.2 -10.7 -8.3 -1.7 Adj. net Debt/adj. EBITDAR 5.4x 4.4x 5.5x 5.4x Free cash flow 33.2 12.0 6.5 64.3 Adj. EBITDA interest cover 3.9x 4.6x 4.9x 4.0x Revenue & profitability 1,200 750 9% 600 4.9% 400 4.6x 6.0x 60 4.5x 45 450 4.9x 5.0x 4.0x 3.9x 0% 300 3.0x 150 1.5x 15 0.0x 0 2011 2012 2013 LTM 3Q2014 Retail sales Adj. EBITDA Adj. EBITDA margin (rhs) Source: Company data, Berenberg FI Research 0 2011 2012 2013 4.0x 3.0x 30 2.0x 3% 0 19/02/2015 5.4x 6.0x 4.4x €m €m 6% 5.5x 5.4x 6.3% 800 75 7.5x 7.3% 3.9% Adj. ÉBITDA interest cover Adj. net debt/EBITDAR €m Change in working capital 1.0x 2011 LTM 3Q2014 Adj. net debt Adj. EBITDAR Adj. net debt/adj. EBITDAR (rhs) 29 0.0x LTM 3Q2014 Adj. EBITDA Cash interest expenses Adj. EBITDA interest cover (rhs) 2012 2013 2. Company profiles 2.4 Dufry Dufry Investment thesis and company snapshot Dufry Recommendation: DUFSCA 4 ½ 07/22 (Bloomberg: DUFSCA<Corp>) Overweight Company data Headquarter: Basel (Switzerland) Investment thesis Berenberg initiates on Dufry’s 07/22 notes with an overweight rating. This is mainly based on Dufry’s very strong market position and large scale as well as its high profitability. More particularly, we like Dufry’s strong free cash flow profile although we note that FCF has been constrained by its acquisitions. On the negative side, Dufry is highly dependent on global passenger flows and its acquisition-driven growth strategy is reflected in high leverage ratios. However, we regard the downside risks as limited and note that Dufry’s 07/22 bonds are trading at an attractive pick-up vs. the double-B average. Strengths Weaknesses • By far the market leader in global travel retail (after Nuance acquisition) with strong exposure to key markets • Scale benefits (after acquisition) resulting in increased purchasing and bargaining power • Solid and stable profitability and strong operating FCFs • Well-balanced concession portfolio • Cyclicality of the business (highly dependent on global passenger flows) Products: Beauty products, alcohol, confectionary & food, fashion & jewellery, electronics, etc. Major shareholders: Family Dynasty Trust (22.2%) Franklin Resources (5.1%) Next financial release: 12/03/2015 (FY2014) • Focus on acquisition-driven growth, weak organic growth • Highly leveraged (aggressive acquisition strategy) Bond data • Integration risk related to the recent Nuance acquisition Price / Z-spread / YTW: 107.3 / 258 / 2.7 Company Snapshot (Pricing: 19/02/2015 BGN Close) Swiss-based Dufry is a global travel retailer operating over 1,700 shops in more than 60 countries across 5 continents. The company’s business model is based on concession agreements with products from more than 1,500 suppliers worldwide, including well-known international luxury brands. Dufry’s shop concept comprises four different approaches including general travel retail shops and brand boutiques, which are located in airports, seaports and other tourist hot spots. In September 2014, Dufry concluded the acquisition of Nuance, creating the leading global travel retailer. Z-spread (in bps) 1,000 Amount outstanding (€): 500m Selected Financials* MDMFP 08/20 BUTSAS 09/19 800 Callable (on and anytime after:) 15/07/2017 @ 103.375% 15/07/2018 @ 102.250% 15/07/2019 @ 101.125% 15/07/2020 @ 100.000% CHF m (FY ends 31 Dec) 2011 2012 2013 3Q2014 Bond ratings: Moody’s: Ba3 (stable) S&P: BB+ (stable) Fitch: BB (negative) 600 400 DUFSCA 07/22 200 HBMGR 02/20 0 -200 0 19/02/2015 2 4 6 Time to worst 8 10 Net sales 2,637.7 3,153.6 3,571.7 2,930.9 Gross profit 1535.3 1856.6 2105.7 1725.8 EBITDA 370.9 474.3 511.1 413.6 Adj. net debt/EBITDAR 4.7x 3.4x 4.6x 5.0x* EBITDA interest cover 9.0x 7.8x 5.5x 5.7x* FCF (before acquisitions) 203.3 210 145.9 234.5 Source: Company data, Bloomberg (19/02/2015), Berenberg FI Research *Based on annualized EBITDA/R Covenants: Covenant-lite package Payment rank: Senior unsecured 31 Dufry The global travel retail industry Industry characteristics According to Generation Research, the global retail travel market had an approximate size of $60bn in 2013. In general, travel retailing primarily takes place at airports, seaports, and at international borders, whereby airport retailing constitutes the largest sector in terms of sales. Within the industry it can be distinguished between duty-free shops, targeted towards international travellers, and duty-paid shops, focused on domestic costumers, both offering primarily brand products. The global travel retail market is highly fragmented with the top 10 players holding roughly 55% of the market in 2013, which indicates further potential for market consolidation, particularly after Dufry’s recent acquisition of Nuance. Opportunities In terms of growth drivers, the industry is profiting from steadily increasing passenger numbers, predicted to grow at a CAGR of c. 4.1% until 2031. In this context, Europe currently represents the major market, followed by North America and the Asia/Pacific region. However, the Asia/Pacific and ME/Africa regions offer the greatest growth potential in the medium term. Industry forces Market share by sales of key airport retailers (2013) • Growth in global passenger numbers • Increasing international tourism travel • Increasing passenger traffic from EM (particularly from China, the world’s leading market for luxury goods) • Further market consolidation in the medium to long term 20% Need to adapt product offering Increasing global passenger travel • • • • • Increasing world population and tourism trends Growth opps in emerging markets Improvements in air transport (greater accessibility, affordability) • Low-cost carriers gaining ground Increasing number of "budget" passengers Need to adapt offering for cheaper products Travel retailing Regulatory environment Force majeure • Regional travel impacted by certain events (e.g. political turmoil, epidemics, forces of nature etc.) • • 15% ~15% 10% 9.5% 8.0% 6.2% 5.7% 5.4% 5.3% 4.8% 4.5% 5% 3.8% 2.6% 1.9% 0% Increasing security procedures at airports Regulations on transportation of liquids and hand baggage Threats Long term global passenger forecast (2012) 14 bn passengers 12 10 8 Regional distribution of global passenger travel (2013) Shipping development 20% 2 Europe 10% 28% 30% 0% 0 19/02/2015 -10% Increasing security and product regulations (varying by region) • Growing political tensions and terroristic acts negatively impact passenger numbers • Highly competitive, fragmented market (competition for concession rights) 30,000 20,000 Latin America 10,000 Middle East/Africa 6 4 • Asia/Pacific0 '02 '04 '06 '08 8%'10 '12 '14 '16 27% North America Demand (world7% container trade, Y/Y) Supply (containership fleet development, Y/Y) Aver. containership earnings* (rhs, USD/day) Source: Company data, Generation Research, ACI-DKMA, Verdict Research, Berenberg Fixed Income Research 32 Dufry Strategic positioning Strategic direction Dufry’s key regions after Nuance merger Following the recent acquisition of the Swiss-based Nuance Group, Dufry became the leading global travel retailer with a market share of c.15%. The acquisition extended Dufry’s store network with Nuance adding c.360 stores, spread across 19 countries, giving Dufry a stronger exposure to Asia and a leading market position in the Mediterranean region. Dufry has already pursued an acquisition-driven growth strategy for several years now, which US & Canada helped the company to improve its concession portfolio and constantly expand into new markets. Dufry’s strong exposure to emerging growth markets, generating c.56% of revenues in 2013, highlights this fact. Mediterranean Berenberg competitive scoring Asia Sensitivity to macro cycles low / average / high Dufry’s strong focus on geographical diversification (operations in more than Presence of Dufry 60 countries across 5 continents) is complemented by a broad product Presence of Nuance Presence of Dufry & Nuance offering, with goods ranging from beauty products over fashion to food and Key regions beverages. With regard to its sales channels, Dufry has a clear focus on airport retailing (77% of total retail space located in airports in 2013), with around 67% of its total revenues generated in duty-free and 33% in duty-paid shops. Also the company’s concession portfolio convinces through its diversified nature, with high-quality rights for attractive locations, combined with long concession terms and comparatively low fees. The majority of Dufry’s revenues are based on long-term concession agreements, which provide the company with a high degree of revenue visibility. Regulatory risks low / average / high Scale & geographic diversification weak / average / strong Competitive position weak / average / strong Sales by remaining term of concession portfolio (2013) Sales by channel and sector (2013) Financial policy conservative / sound / aggressive 23% 33% 6% 4% Distribution strategy weak / average / strong 4% Brand awareness low / average / high 50% € 3,465m Profitability low / average / high 19% 86% 67% Revenue & cash flow volatility low / average / high 8% Airports Borders, downtown & hotels Duty-free 19/02/2015 Railway stations & other Cruisers & seaports Duty-paid Source: Company data, Berenberg Fixed Income Research 10+ years 6-9 years 3-5 years 1-2 years 33 Dufry Focus on bond structure Capital structure Senior Unsecured Notes CHF m CHF m Maturity profile 3,000 2,500 2,000 1,500 1,000 500 0 301.7 1503.5 900.0 RCF 2019 Syndicated facility 2019 Senior Notes 07/22 (EUR) 442.1 607.5 Term Loan 2019 (EUR+USD) Senior Notes 10/20 (USD) 3Q2014 xEBITDA/R DUFSCA 4½ 07/22 Maturity Cash & cash equivalents USD term loan ($1,010m) EUR term loan (€500m) EUR syndicated CF (€250m) (798) 896 Issuer: Dufry Finance SCA 607.5 301.7 2019 RCF (CHF900m) and other 124.4 2019 Senior unsecured notes ($500m) 442.1 10/2020 Guarantor(s): Dufry AG & Dufry International AG & Dufry Holdings/Investments AG & Hudson Group Inc. & Dufry Financial Services B.V. Senior unsecured notes (€500m) 607.5 07/2022 Net debt 2,181.2 n.m. Net debt (lease-adj.) 3,399.9 n.m. Comments on Covenants • Covenant-lite package (Asset Sales, Affiliate Transactions & Anti-Layering provisions missing) • Subsidiary guarantees may cease to apply before final redemption (upon guarantee of new CF and notes maturing 2019 and 2020) • Fall-Away provision does not require reinstallation of covenants after IG is subsequently lost again • Weak LMT on Indebtedness provisions (i.a. credit facility ≤CHF900m+ $1,010m +€500m; debt basket ≤ $125m/11% NTA) • Weak LMT on Liens allowing to secure substantial amounts of additional debt without notes having to be equally secured over such assets • Weak Restricted Payments provision allows very generous Permitted Investments and has various generous carve-outs (i.a. general RP basket >$200m & 22% of con. NTA; basket for unlimit. payments (divid., subord. oblig.) if con. Total Leverage ratio ≤3.25x) Corporate structure Dufry AG RCF Dufry International AG Hudson Group (HG) Inc. Dufry Financial Services B.V. Dufry Holdings & Investments AG Senior Unsecured Notes (due 2020) Dufry Finance SCA Senior Unsecured Notes (due 2022) The Nuance Group AG Issuer of the Notes Guarantors of the Notes Non-guarantor subsidiaries 19/02/2015 Source: Company data, Berenberg FI Research; • No requirement for Nuance to guarantee notes after acquisition 34 Dufry The rating agencies’ view The rating agencies’ opinion* • Market leadership and strong business scale (S&P, F) • Cyclical nature of travel retail business (M) • Risk with regard to renewal of concession contracts, shorter average concession lifetime after Nuance acquisition (M, S&P, F) • Efficiency gains due to global procurement strategy / increased purchasing power (M, S&P) • International footprint and exposure to strategically important regions (M, F) • Pressured credit metrics after Nuance acquisition (M, F) • Flexible concession-based business model (M) • Aggressive acquisitions strategy (M, F) • Comfortable liquidity position (F) • Integration risk of Nuance acquisition (S&P) Ratings Moody’s: Corporate Family: Ba3 Senior Unsecured: Ba3 Outlook: Stable Rating pressure could arise from*… Last update: 06/06/2014 • Continuing improvement of geographical reach (M) • • Reduction of indebtedness (M) • Adj. Debt/EBITDA remaining above 5.5x (M) • Sustaining current growth in profits (M) • Debt/EBITDA sustainably exceeding 3.5x (S&P) • Adj. Debt/EBITDA sustainably below 4.0x (M) • FFO/Debt falling below 20% (S&P) Corporate Family: BB+ • Improvement of FFO/Debt to more than 30% (S&P) • Adj. FFO leverage around 5.0x in medium-term (F) Senior Unsecured: BB+ • Adj. FFO leverage below 4.0x (F) • EBITDA margin below 12% coupled with FCF margin below 4% on sustainable basis (F) Outlook: Stable Difficulties in integrating Nuance (M) S&P: Last update: 07/07/2014 Threshold for rating pressure… Adjusted (Gross) Debt/EBITDA (M)* Fitch: EBITA/Interest Expense (M)* 6.0x Corporate Family: BB 2.5x Senior Unsecured: BB threshold for downward rating pressure 5.0x 5.4x 4.8x 5.3x Outlook: Negative 5.3x 2.0x 4.0x 2.4x Last update: 05/06/2014 2.5x 2.0x threshold for upward rating pressure 2.3x threshold for downward rating pressure 3.0x 1.5x 2011 2012 2013 Q12014 2011 2012 Adj. (Gross) Debt/EBITDA 19/02/2015 Source: Company data, Moody’s, S&P, Berenberg Fixed Income Research; *M = Moody’s, F = Fitch 2013 Q12014 EBITA/Interest Expense 35 Dufry Summary of company figures Selected profit & loss and cash flow financials 2011 2012 2013 3Q2014* CHF m (FY ends 31 December) 2011 2012 2013 3Q2014* 2,637.7 3,153.6 3,571.7 2,930.9 Store network (#) >1,200 1,243 1,389 >1,700 LFL growth 7.5% 2.4% 2.4% 2.0% Total assets 3,317.8 3,526.3 4,238.4 7,264.2 Gross profit 1,535.3 1,856.6 2,105.7 1,725.8 % o/w intangibles 62.6% 57.6% 64.5% 63.9% EBITDA 370.9 474.3 511.1 413.6 Cash 199.1 434.0 246.4 798.0 EBITDA Margin 14.1% 15.0% 14.3% 14.1% FCF/Total debt 13.0% 15.2% 7.3% 10.5% 8.3 -21.4 -25.4 65.9 Debt/EBITDA 4.2x 2.9x 3.9x n.m. Capex -95.0 -112.5 -222.5 -134.5 Net debt/EBITDA 3.7x 2.0x 3.4x n.m. Cash interest -41.1 -60.8 -92.9 -72.4 Adj. Debt/EBITDAR 5.1x 4.1x 4.9x n.m. Cash taxes -39.8 -69.6 -24.4 -38.1 Adj. Net Debt/EBITDAR 4.7x 3.4x 4.6x n.m. Free cash flow* 203.3 210.0 145.9 234.5 EBITDA interest coverage 9.0x 7.8x 5.5x 5.7x Total revenue Change in working capital Revenue & Profitability 4,000 14.5% 15.5% Adj. net debt/EBITDAR 16% 14.8% 14.6% 8x 3,500 7x 3,000 12% 2,500 2,000 8% 1,000 4% 0 0% 2011 2012 2013 3Q2014 Revenue EBITDA EBITDA margin (rhs) 19/02/2015 CHF m CHF m 3,000 EBITDA interest coverage 4,000 5.0x 4.7x 4.6x 5x 3.4x 2,000 6x 4x 1,500 3x 1,000 2x 500 1x 0 0x 2011 2012 2013 3Q2014 Adj. net debt EBITDAR Adj. net debt/EBITDAR (rhs) Source: Company data, Berenberg FI Research; *Figures include Nuance acquisition on 9 September 2014. 600 500 12.0x 10.0x 9.0x 7.8x 400 CHF m CHF m (FY ends 31 December) Selected balance sheet financials, ratios and store network evolution 8.0x 5.5x 300 6.0x 200 4.0x 100 2.0x 0 0.0x 2011 2012 2013 EBITDA Cash interest expenses EBITDA cash interest coverage 36 3. Appendix: Macroeconomic environment Macro driver #1: Economic growth (I) Close link between development of retail sales and GDP 6.0% 5.0% 4.0% Retail sales growth is strongly correlated with overall economic growth. 3.0% Growth rate (yoy) 2.0% 1.0% Eurozone retail sales have showed stronger growth than GDP since end of October 2013, particularly within the recent months. 0.0% -1.0% -2.0% . -3.0% -4.0% -5.0% -6.0% Eurozone GDP 19/02/2015 Eurozone non-food retail sales (3M average) Source: Bloomberg (19/02/2015), Eurostat, Berenberg Fixed Income Research 38 Macro driver #1: Economic growth (II) Putin shock fading, growth is expected to accelerate in early 2015 Country Non-Food Retail Sales (yoy %) GDP (yoy %) Nov 2014 Dec 2014 Jan 2015 Q3 2014 Q4 2014 2015e* 2016e* 1 Ireland 6.5% 7.4% 7.4% 3.5% 4.8%* 3.5% 3.6% 2 Malta -4.8% -4.4% -4.4% 4.0% 3.3%* 3.3% 2.9% 3 Luxembourg 13.3% 10.9% 10.9% 3.8% 3.0%* 2.6% 2.9% 4 Slovenia 1.0% -2.0% -2.0% 3.1% 2.6%* 1.8% 2.3% 5 Estonia 7.7% 6.7% 6.7% 2.3% 2.6% 2.3% 2.9% 6 Slovakia 3.7% 5.6% 5.6% 2.5% 2.4% 2.5% 3.2% 7 Spain 3.9% 6.8% 6.8% 1.7% 2.0% 2.3% 2.5% 8 Latvia 4.4% 2.4% 2.4% 2.4% 1.9% 2.9% 3.6% 9 Greece -3.7% - - 1.6% 1.7% 2.5% 2.6% 10 Germany 3.6% 5.7% 5.7% 1.2% 1.5% 1.5% 2.0% 11 Netherlands 4.0% - - 1.0% 1.0% 1.4% 1.7% 12 Belgium 2.1% 3.8% 3.8% 1.0% 0.9% 1.1% 1.4% Ø Euro Area 3.2% 3.5% 3.5% 0.8% 0.9% 1.3% 1.9% 13 Portugal 0.7% - - 1.1% 0.7% 1.6% 1.7% 14 France 3.2% 3.1% 3.1% 0.4% 0.2% 1.0% 1.8% 15 Austria -2.0% 1.8% 1.8% 0.0% 0.0% 0.8% 1.5% 16 Finland -1.6% -3.5% -3.5% 0.0% -0.1% 1.0% 1.8% 17 Italy 2.5% - - -0.5% -0.3% 0.6% 1.3% 18 Cyprus 8.2% 2.3% 2.3% -1.8% -1.9% 0.4% 1.6% The upswing within the euro area has been interrupted, mainly due to geopolitical crises (especially in Russia and Ukraine) which have weakened business confidence and investment. However, this effect is fading and a rebound is expected in early 2015. Moreover, peripheral countries reap rewards of their painful reform efforts with gains in GDP and employment. Click here for Berenberg’s latest economic forecasts 19/02/2015 Source: Bloomberg (19/02/2015), Eurostat, EU Commission, Berenberg Fixed Income Research; *EU Winter Forecast (yoy %) 39 Macro driver #2: Unemployment (I) Close link between development of retail sales and employment 6.0% 7% 5.0% 4.0% 8% 3.0% 9% 1.0% 0.0% 10% -1.0% -2.0% Unemployment rate Growth rate (yoy) 2.0% After having remained on its peak of 12% from January to September 2013, Eurozone unemployment has constantly decreased to 11.4% at the end of last year, which had a positive impact on retail sales volumes. 11% -3.0% -4.0% 12% -5.0% -6.0% 13% Eurozone non-food retail sales 19/02/2015 Eurozone unemployment (rhs, inverted) Source: Bloomberg (19/02/2015), Eurostat, Berenberg Fixed Income Research 40 Macro driver #2: Unemployment (II) Eurozone unemployment rates expected to decrease and converge Country Rank by GDP Unemployment Rate as of December 2014* 2015e** 2016e** as of Q2 2014 1 Germany 4.8% 4.9% 4.8% #01 2 Austria 4.9% 5.2% 5.0% #06 3 Malta 5.8% 5.9% 5.9% #18 4 Luxembourg 5.9% 6.4% 6.3% #12 5 Estonia 6.6% 6.8% 5.9% #16 6 Netherlands 6.7% 6.6% 6.4% #05 7 Belgium 8.4% 8.3% 8.1% #07 8 Finland 8.9% 9.0% 8.8% #08 9 Slovenia 9.7% 9.5% 8.9% #14 10 France 10.3% 10.4% 10.2% #02 11 Ireland 10.5% 9.6% 8.8% #09 12 Latvia 10.7% 10.2% 9.2% #15 Ø Euro Area 11.4% 11.2% 10.6% - 13 Slovakia 12.5% 12.8% 12.1% #13 14 Italy 12.9% 12.8% 12.6% #03 15 Portugal 13.4% 13.4% 12.6% #10 16 Cyprus 16.4% 15.8% 14.8% #17 17 Spain 23.7% 22.5% 20.7% #04 18 Greece 25.8% 25.0% 22.0% #11 Euro area unemployment has reached its lowest value since August 2012 at the end of last year with 11.4%. It is expected to further decrease to 10.6% in 2016, mainly driven by peripheral countries. Click here for Berenberg’s latest economic forecasts 19/02/2015 Source: Bloomberg (19/02/2015), Eurostat, EU Commission, Berenberg; *Excp.: Lativa (09/2014) & Estonia (11/2014); **EU Winter Forecast 41 Macro driver #3: Consumer confidence Consumer confidence as an indicator for future retail sales 5.0% 0 4.0% -4 3.0% -8 2.0% -12 1.0% -16 0.0% -20 -1.0% -24 -2.0% -28 -3.0% -32 -4.0% -36 -5.0% -40 -6.0% -44 Eurozone non-food retail sales 19/02/2015 Consumer confidence has consistently improved since the beginning of 2013 and has already reached pre-crisis levels, indicating a continuing upward trend for Eurozone retail sales. Consumer confidence index level 4 Growth rate (yoy) 6.0% . Eurozone consumer confidence (rhs) Source: Bloomberg (19/02/2015), Eurostat, EU Commission, Berenberg Fixed Income Research 42 4. Disclaimer Disclaimer Please note that the use of this research report is subject to the conditions and restrictions set forth in the “General investment-related disclosures” and the “Legal disclaimer” at the end of this document. For analyst certification and remarks regarding foreign investors and country-specific disclosures, please refer to the respective paragraph at the end of this document. Disclosures in respect of section 34b of the German Securities Trading Act (Wertpapierhandelsgesetz – WpHG) Company Alain Afflelou Darty PLC Dufry Hornbach Baumarkt AG Maisons du Monde THOM Europe SAS (1) (2) (3) (4) (5) Disclosures no disclosures no disclosures no disclosures 3 no disclosures no disclosures Initiation of coverage 8 December 2014 8 December 2014 19 February 2015 19 February 2015 19 February 2015 8 December 2014 Joh. Berenberg, Gossler & Co. KG (hereinafter referred to as “the Bank”) or its affiliate(s) was Lead Manager or Co-Lead Manager over the previous 12 months of a public offering of this company. The Bank acts as Designated Sponsor for this company. Over the previous 12 months, the Bank and/or its affiliate(s) has effected an agreement with this company for investment banking services or received compensation or a promise to pay from this company for investment banking services. The Bank and/or its affiliate(s) holds 5 % or more of the share capital of this company. The Bank holds a trading position in shares of this company. 19/02/2015 44 Disclaimer Historical recommendation changes for AAFFP 5 5/8 04/19 in the last 12 months Date 08 December 2014 Recommendation Marketweight Historical recommendation changes for DRTYLN 5 7/8 03/21 in the last 12 months Date 08 December 2014 Recommendation Overweight Historical recommendation changes for DUFSCA 4 1/2 07/22 in the last 12 months Date 19 February 2015 Recommendation Overweight Historical recommendation changes for HBMGR 3 7/8 02/20 in the last 12 months Date 19 February 2015 Recommendation Marketweight Historical recommendation changes for MDMFP 9 08/20 in the last 12 months Date 19 February 2015 Recommendation Overweight Historical recommendation changes for THOEUR 7 3/8 07/19 in the last 12 months Date 08 December 2014 19/02/2015 Recommendation Overweight 45 Disclaimer Berenberg distribution of recommendations and in proportion to investment banking services Overweight Underweight Marketweight 27.35 % 26.50 % 46.15 % 9.09 % 18.18 % 72.73 % Valuation basis / recommendation key Overweight: Sustainable spread tightening potential higher 10% within 3-6 months. Underweight: Sustainable spread widening potential lower 10% within 3-6 months. Marketweight: Limited spread movement potential. No immediate catalyst visible. NB The Bank’s Fixed Income Research Department does not make recommendations on the basis of absolute performance, but on performance expected relative to the market or peer group as spreads move with markets and sectors as well as with the issuer itself. Competent supervisory authority Bundesanstalt für Finanzdienstleistungsaufsicht -BaFin- (Federal Financial Supervisory Authority), Graurheindorfer Straße 108, 53117 Bonn and Lurgiallee 12, 60439 Frankfurt am Main 19/02/2015 46 Disclaimer General investment-related disclosures Joh. Berenberg, Gossler & Co. KG (hereinafter referred to as „the Bank“) has made every effort to carefully research all information contained in this financial analysis. The information on which the financial analysis is based has been obtained from sources which we believe to be reliable such as, for example, Thomson Reuters, Bloomberg and the relevant specialised press as well as the company which is the subject of this financial analysis. Only that part of the research note is made available to the issuer (who is the subject of this analysis) which is necessary to properly reconcile with the facts. Should this result in considerable changes a reference is made in the research note. Opinions expressed in this financial analysis are our current opinions as of the issuing date indicated on this document. We do not commit ourselves in advance to whether and in which intervals an update is made. The companies analysed by the Bank are divided into two groups: “full coverage“ - continued updates - and “screening coverage“ - updates as and when required in irregular intervals. The functional job title of the person/s responsible for the recommendations contained in this report is “Fixed-Income Research Analyst” unless otherwise stated on the cover. The following internet link provides further remarks onon our financial analyses: The following internet link provides further remarks our financial analyses: https://www.berenberg.de/en/fir_en.html https://www.berenberg.de/en/fir_en.html 19/02/2015 47 Disclaimer Legal disclaimer This document has been prepared by Joh. Berenberg, Gossler & Co. KG (hereinafter referred to as „the Bank“). This document does not claim completeness regarding all the information on the stocks, stock markets or developments referred to in it. On no account should the document be regarded as a substitute for the recipient procuring information for himself/herself or exercising his/her own judgements. The document has been produced for information purposes for institutional clients or market professionals. Private customers, into whose possession this document comes, should discuss possible investment decisions with their customer service officer as differing views and opinions may exist with regard to the stocks referred to in this document. This document is not a solicitation or an offer to buy or sell the mentioned stock. The document may include certain descriptions, statements, estimates, and conclusions underlining potential market and company development. These reflect assumptions, which may turn out to be incorrect. The Bank and/or its employees accept no liability whatsoever for any direct or consequential loss or damages of any kind arising out of the use of this document or any part of its content. The Bank and/or its employees may hold, buy or sell positions in any securities mentioned in this document, derivatives thereon or related financial products. The Bank and/or its employees may underwrite issues for any securities mentioned in this document, derivatives thereon or related financial products or seek to perform capital market or underwriting services. Analyst certification I, Jannik Prochnow, hereby certify that all of the views expressed in this report accurately reflect my personal views about any and all of the subject securities or issuers discussed herein. In addition, I hereby certify that no part of my compensation was, is, or will be, directly or indirectly related to the specific recommendations or views expressed in this research report, nor is it tied to any specific investment banking transaction performed by the Bank or its affiliates. 19/02/2015 48 Disclaimer Remarks regarding foreign investors The preparation of this document is subject to regulation by German law. The distribution of this document in other jurisdictions may be restricted by law, and persons into whose possession this document comes should inform themselves about, and observe, any such restrictions. United Kingdom This document is meant exclusively for institutional investors and market professionals but not for private customers. It is not for distribution to or the use of private investors or private customers. United States of America This document has been prepared exclusively by the Bank. Although Berenberg Capital Markets LLC, an affiliate of the Bank and registered US broker-dealer, distributes this document to certain customers, Berenberg Capital Markets LLC does not provide input into its contents, nor does this document constitute research of Berenberg Capital Markets LLC. In addition, this document is meant exclusively for institutional investors and market professionals, but not for private customers. It is not for distribution to or the use of private investors or private customers. This document is classified as objective for the purposes of FINRA rules. Please contact Berenberg Capital Markets LLC (+1 617.292.8200), if you require additional information. 19/02/2015 49 Disclaimer Third-party research disclosures Company Alain Afflelou Darty PLC Dufry Hornbach Baumarkt AG Maisons du Monde THOM Europe SAS (1) (2) (3) (4) (5) Disclosures no disclosures no disclosures no disclosures no disclosures no disclosures no disclosures Berenberg Capital Markets LLC owned 1% or more of the outstanding shares of any class of the subject company by the end of the prior month.* Over the previous 12 months, Berenberg Capital Markets LLC has managed or co-managed any public offering for the subject company.* Berenberg Capital Markets LLC is making a market in the subject securities at the time of the report. Berenberg Capital Markets LLC received compensation for investment banking services in the past 12 months, or expects to receive such compensation in the next 3 months.* There is another potential conflict of interest of the analyst or Berenberg Capital Markets LLC, of which the analyst knows or has reason to know at the time of publication of this research report. * For disclosures regarding affiliates of Berenberg Capital Markets LLC please refer to the ‘Disclosures in respect of section 34b of the German Securities Trading Act (Wertpapierhandelsgesetz – WpHG)’ section above. Copyright The Bank reserves all the rights in this document. No part of the document or its content may be rewritten, copied, photocopied or duplicated in any form by any means or redistributed without the Bank’s prior written consent. © February 2015 Joh. Berenberg, Gossler & Co. KG 19/02/2015 50 4. Contacts Contacts INSTITUTIONAL SALES / SALES TRADING Hamburg Institutional Sales Michael Brehmer +49 40 350 60 704 Nico Bürger +49 40 350 60 483 Sabine Hahn +49 40 350 60 754 Lutz-Dieter Mikus +49 40 350 60 752 Ingo Pufahl +49 40 350 60 499 Sven Zimatrys +49 40 350 60 390 Sales Trading Jan Bruhns +49 40 350 60 703 Dusseldorf Vienna Institutional Sales Jörg Bunse +49 211 540 728 44 Stephan Burmeister +49 211 540 728 41 Sebastian Krammich +49 211 540 728 43 Institutional Sales Marco Ferrari +43 1 22 757 0 Klaus Giesecke +43 1 22 757 14 Stefan Haupt +43 1 22 757 20 Dr. Robert Hengl +43 1 22 757 22 Gerald Kohlmayer +43 1 22 757 18 Christoph Mayrhofer +43 1 22 757 12 Iris Sahinoglu +43 1 22 757 17 Dr. Marija Tomic +43 1 22 757 16 Ilenia Tonetti +43 1 22 757 19 Martin Zezula +43 1 22 757 21 Sales Trading Daniel Meier +49 211 540 728 42 London Institutional Sales Stefan Binder +44 20 3207 7882 Conor Daly +44 20 3465 2734 Romain Foussadier +44 20 3465 2695 Owen Powell +44 20 3465 2735 Alexandru Toroican +44 20 3207 7919 DEBT CAPITAL MARKETS Frankfurt/Main Vienna Dominik Gansloser +49 69 91 30 90 566 Jennifer Rojahn +49 69 91 30 90 562 Sven-Erik Schipanski +49 69 91 30 90 560 Christian Wagner +49 69 91 30 90 564 Christian Wöckener-Erten +49 69 91 30 90 565 Alexandra Ács +43 1 227 57 23 Renate Mayer +43 1 227 57 15 RESEARCH Corporates Public Sector & Financials Alexandre Daniel +49 69 91 30 90 593 Jannik Prochnow +49 69 91 30 90 595 Patrick Weber +49 69 91 30 90 594 Philipp Jäger, CIIA, FRM +49 69 91 30 90 590 Helge Schunck +49 69 91 30 90 591 Timo Segieth +49 69 91 30 90 592 19/02/2015 Sales Trading Aleksandar Doric +43 1 22 757 24 Rainer Kapeller +43 1 22 757 13 E-Mail: firstname.lastname@berenberg.com Internet: www.berenberg.com 52
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