Clariane - Administrating self help.
All,
Please find our initial analysis of Clariane here.
With the Company holding an investor Day next Tuesday, this is a preliminary note on Clariane. We have struggled to see what makes people excited about the name and although it is now probable the equity raise will happen, we are not convinced that at current yield of 8-9% there is much trading upside in the name. The industry concerns of staff costs and top-line pressures are coupled with underlying interest rate environment for this Healthcare/Property Company.
Investment Considerations:
- A complicated capital structure, with significant levels of non-public debt, both secured on real estate and Schuldshein. The "normal" Unsecured Bonds, with October 2028 maturity is 9% yield and in most circumstances money is good, especially considering the equity raise of €330m, likely to be completed in Q3. There is also a further private placement due June 28, which trades at c.10%, which is also of similar risk. However, we feel uncomfortable investing in these instruments as they provide very little upside in our view but are exposed to failure to complete the equity raise (unlikely) and/or to complete the remaining asset disposals.
- We also feel that we are lacking sufficient clarity on the legal structure of Clariane as well as any functional protection from bondholder documentation.
- Clariane also have two subordinated perpetuals, both of which have substantial step-up coupons if not called at the first call date. The first one is callable in June, but it is unlikely to be called. The step-up coupon is to 9.079%, and given the current price, equates to a running yield of c. 12%, just back of the dated bonds. The second is not callable until September 2026, but again has a hefty step-up, 6-month €uribor +9%, if not called. However, at the current time, it is unlikely to be called especially considering where its other debt trades.
Recent Results:
- Clariane reported improving numbers as part of their FY23 call in late February. All financial metrics are improving with revenue and operating cash flow growing in line with previous guidance. Financial leverage remains at c.3.8x, a slight increase from 3.7x in FY22.
- More importantly, Clariane continues to make progress on its refinancing Plan, having achieved €270m of disposals with a further €800m expected in the next 18 months. Clariane has already disposed of its UK platform and is likely to dispose of its Benelux operations in the coming quarters.
- Additionally, as part of the Refinancing Plan, Clariane announced they have received AMF exemption for their planned capital raise (€300m, €200m underwritten by €200m by Crédit Agricole Assurances & €100m by underwriting banks, which is likely to take place in Q2 or Q3.
- Clariane has already completed €230m of new real estate equity partnerships and secured €200m real estate debt, further de-risking their balance sheet.
- Clariane continues to guide organic revenue growth, >5%, but stable, pro-forma EBITDA (Pre IFRS 16) with no contribution from Real Estate. Leverage to reduce to,3.0x FY25, and LTV of c.55% supported by the capital increase and asset disposal program.
- The stable EBITDA is a reflection of further cost increases and although occupancy rates have improved,
Deleveraging Plan:
- In November 2023, Clariane approved a four-point plan to strengthen its balance sheet by €1.5bn, including: 1) Enter into long-term real estate Equity Partnerships, 2) Obtain additional Real Estate debt, 3) Undertake a disposal plan, and 4) Equity Raise.
- By the end of 2023, Clariane had executed two Real Estate Equity Partnerships for €230m, plus a Real Estate Debt bridge of €200m. As of mid-February, the Company has disposed of €268m of assets, with a further €800m planned.
- Concerning €300m rights issue, plans have progressed, and as of 17th May (today), Clariane confirmed two capital increases, totalling €328m with HLD Europe joining Credit Agricole Assurances. Following these capital increases, the maximum holding of each of these shareholders will be less than 30% of the capital and voting rights removing the potential trigger of change of control. Approval is still required by AMF and the shareholders.
- The last element of the four-part plan is the disposal program, which is still expected to generate gross proceeds of c. €1bn. As of May 17th, it is 40% completed.
- We expect further updates on this and the strategic future of some elements of the capital structure on Tuesday 21st May, at Clariane's Investor Day.
We will follow up with an update post the Investor Day.
Happy to discuss
Tomás