Mon 01/25/2021 07:54 AM
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German copper products group KME is conducting an M&A process for its Special Products division, which has attracted three bids so far, sources close to the matter told Reorg. The process was halted due to the Covid-19 pandemic but was subsequently restarted in May 2020.

According to sources, the business is targeting a high single-digit multiple valuation based on 2020 EBITDA.

The beauty parade for the disposal of the division is currently ongoing, sources added. Bidders include two private equity firms and a “strategic investor,” sources said.

Meanwhile, KME is waiting for its last lender to approve the extension of its borrowing base facility, sources said. At the start of January, Reorg reported that the company had obtained the approval of over 70% of its lenders. In mid-December, the company said it had received extension commitments from 51% of its lenders. At the time of the second quarter call, management was guiding that the extension would be concluded in November 2020.

KME is also working to finalize a loan guaranteed by the Italian government through its credit export agency SACE. Among the lenders of the SACE facility will be Italy’s state lender Cassa Depositi e Prestiti, or CDP, sources said. The loan should amount to about €100 million, sources added.

According to sources, KME’s current capital structure could be refinanced after the potential completion of the M&A process and the provision of the SACE loan.

According to the offering memorandum for KME’s 2023 notes, the company entered into a borrowing base facility agreement with Deutsche Bank as coordinating mandated lead arranger and UniCredit as mandated lead arranger as well as Commerzbank, Mediobanca, Banca Popolare di Milano Società Cooperative, Intesa Sanpaolo SpA, Banca Nazionale del Lavoro SpA, and Banca Monte dei Paschi di Siena SpA.

KME’s 2023 €300 million bonds are currently quoted at 85, sources said.

The company's capital structure is below:
 
KME SE
 
09/30/2020
 
EBITDA Multiple
(EUR in Millions)
Amount
Price
Mkt. Val.
Maturity
Rate
Yield
Book
Market
 
€395M Borrowing Base Facility L/C Drawdown 1
392.7
 
392.7
Feb-2021
 
 
 
Total Borrowing Base Facility
392.7
 
392.7
 
4.7x
4.7x
€395M Borrowing Base Facility
-
 
-
Feb-2021
 
 
 
Total Drawn Borrowing Base
-
 
-
 
4.7x
4.7x
€300M Bond due 2023
300.0
80.6
241.8
Feb-01-2023
6.750%
18.700%
 
€25M MKM Asset Base Facility 2
25.0
 
25.0
2024
 
 
 
€4M Amortizing Loan 3
4.0
 
4.0
 
 
 
 
Total Secured Debt
329.0
 
270.8
 
8.6x
7.9x
Other Debt
61.1
 
61.1
 
 
 
 
Total Other Debt
61.1
 
61.1
 
9.4x
8.7x
Total Debt
782.8
 
724.6
 
9.4x
8.7x
Less: Cash and Equivalents
(67.1)
 
(67.1)
 
Less: Other Net Debt Adjustments
(429.1)
 
(429.1)
 
Net Debt
286.6
 
228.4
 
3.4x
2.7x
Operating Metrics
LTM Reported EBITDA
83.6
 
LTM Reorg EBITDA
37.2
 
 
Liquidity
RCF Commitments
425.0
 
Less: Letters of Credit
(392.7)
 
Plus: Cash and Equivalents
67.1
 
Total Liquidity
99.4
 
Credit Metrics
Gross Leverage
9.4x
 
Net Leverage
3.4x
 

Notes:
a) The company has €450M of factoring facilities, €395M of borrowing base facility of which €392.7M was used for letters of credit and a €30 million of shareholder working capital line. Availability to draw is subject to the borrowing base. RCF commitments assumes the full €395M being available as well as the €30M shareholder line. Factoring is not included. b) Reorg EBITDA refers to cash adjusted EBITDA after restructuring costs and others. c) Other net debt adjustments cover letters of credit and factoring assets.
1. The credit facility was utilized by letter of credit for €392.7M as payment to metal suppliers. The facility was upsized by €20 million after the termination of the MKM facility.
2. Secured against machinery and equipment separate from the bond security package. Matures in third quarter of 2024. Quarterly amortization starts in the third quarter of 2022.
3. Secured against machinery and equipment separate from the bond security package.

In terms of the group’s current liquidity position, management said in the most recent call with investors that the situation had not changed materially since the end of the third quarter. When asked about additional liquidity requirements due to higher copper prices, management said that there are no special requirements and the group can cope with its factoring, working capital facilities, optimization of stock level and cash on balance sheet.

-- Luca Rossi
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