Intralot - Prisoner's Dilemma?
All,
Please refer to our unchanged analysis here.
The Intralot announcement appears to be slightly misleading as regards the nature of the 24s exchange. Following a few more conversations - also with the 21s, we understand that the 24s will not be offered to convert the entirety of their notes into a minority equity stake of the Inc. + Tech business (presumably holding important IP rights), but that instead, the conversion would be for only part of the 24s, with the remainder to be rolled into a new stub bond of the group.
While we have no further information available at this time, our focus lies on the question of how much of the 24s to convert into said subsidiary equity.
Considerations:
- The 21s recover 82c/E via their new Intralot Inc. SSN.
- The 24s can exchange a part of their holdings into up to 49% of the equity of that entity. The 21s will convert their E68m of 24s into up to 18.7% of the shares of Inc. + Tech. That values these assets at approx. E600m (some strong 11x Inc. EBITDA), or their equity at E360m.
- As creditors of the group under the stub bond, the 24s would implicitly benefit from the value of the other 51% of the US entity.
- So the 24s could place themselves to reap the full upside of the US business, half via direct equity and half as bonds of the group. Alternatively, if the 24s (not held by 21s) decide not to convert, they could benefit as creditors of the group from 81.3% of the upside of Inc. or an equivalent 95% relative to their holdings. So on the face of it, we would take the 5% relative hit and prefer to roll with a larger principal outstanding. But...
Prisoner’s Dilemma:
- The trick could yet lie in the conversion ratio: Assuming no recovery from the ROW group, if a conversion of less than 35% of the remaining 24s would result in their capture of the offered 35% minority stake in the Inc. + Tech business, then those 24s having converted would begin to be better off than those who did not.
-> So the 24s may choose to partially convert, even if they don’t want to.
Open questions:
1) Where will the cash be? We assume it will stay in the group, where it is needed for the Malta extension next year. But it could be a big swing.
2) What is in the Tech company that is also part of the carve-out group? We assume it’s the IP.
3) Can the US business force its own buy-out sale IPO? We assume not. What are the drag and tag-along rights between the JV parties?
4) What proportion of the 2024s is offered to convert into Inc. + Tech equity?
We assume there is a further description of the 24s exchange in the 21s LUA docs (holders only), as both notes exchanges are somewhat interdependent.
Wolfgang
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