Frigoglass S.a.i.c. · ATHEX:FRIGO
Frigoglass S.a.i.c — Merger or Acquisition (December 2022)
19 slides from Frigoglass S.a.i.c's merger presentation, Dec 5, 2022
Slide 1: Investor Update
Investor Update 5 December 2022 2019
Slide 2: Introduction
Introduction Frigoglass SAIC (“Frigoglass”) announces that its Group has secured interim financing and Frigoinvest Holdings B.V. and Frigoglass Finance B.V. have entered into a lock-up agreement providing for a comprehensive recapitalization transaction with their major financial creditors Frigoin
Slide 3: Introduction (cont'd)
Introduction (cont’d) Frigoglass announces that its Group has secured interim financing and Frigoinvest Holdings B.V. and Frigoglass Finance B.V. have entered into a lock-up agreement providing for a comprehensive recapitalization transaction with its major financial creditors A subscription agree
Slide 4: Overview of Transaction Components
Overview of Transaction Components 1 Existing 2025 Notes to be reduced by €95 million (37% of amount outstanding) in exchange for: ‒ 100% of the pro forma equity of Frigoinvest Holdings B.V.(1) De-Leveraging of Balance €165 million of 2025 Notes to be exchanged for Reinstated Notes on amended te
Slide 5: Deleveraging of Balance Sheet
Deleveraging of Balance Sheet Existing Capital Structure (as at Sep-22) Pro Forma Capital Structure Net Debt (Sep-22)(2): €288M Net Debt (Sep-22): €204M Net Leverage (LTM EBITDA): 5.9x Net Leverage (LTM EBITDA): 4.2x 347 315 Senior 165 Reinstated Secured 260 SSN(4) Notes New Priority 65 Debt Local L
Slide 6: Pro Forma Capital Structure
Pro Forma Capital Structure Summary Capitalisation Pro Forma for the Transaction €M Face Value Outstanding Leverage Instrument Sep-22 Adj. Pro Forma Status Quo Pro Forma (1) ICM Local Facilities 44 (2) 43 Glass Local Facilities 43 - 43 Local Facilities 87 (2) 85 1.8x 1.7x New Priority Debt - 65 65 -
Slide 7: New Instrument Terms
( New Instrument Terms ) GLASS PACKAGING IS 143” RECYCLABLE ENDLESSLY, WITH NO LOSS TO PURSTY
Slide 8: Bridge Notes | Key Terms
Bridge Notes | Key Terms Providers Entities affiliated with Noteholder Committee Issuers Frigoglass Finance B.V. & Frigoinvest Holdings B.V. (as Co-Issuers) Facility Super senior obligations, in the form of notes €35 million (with the ability to tap up to an additional €20 million, which is uncommit
Slide 9: New Super Senior Notes | Indicative Key Terms
New Super Senior Notes | Indicative Key Terms Noteholders (underwritten by entities affiliated with Noteholder Committee and offered to all Noteholders pro rata Providers to their existing holdings of the 2025 Notes) Issuers Frigoglass Finance B.V. & Frigoinvest Holdings B.V. (as Co-Issuers) Facilit
Slide 10: Reinstated Notes | Indicative Key Terms
Reinstated Notes | Indicative Key Terms Issuers Frigoglass Finance B.V. & Frigoinvest Holdings B.V. (as Co-Issuers) Facility Senior secured obligations, in the form of notes Amount €165 million Maturity 5 year tenor 2023: 2.0% cash + 9.0% PIYC (1.0% less if fully paid in cash) Margin 2024 onward
Slide 11: Business Plan
< Business Plan ) GLASS PACKAGING IS 143” RECYCLABLE ENDLESSLY, WITH NO LOSS TO PURSTY
Slide 12: Fundamentally a Strong Business
Fundamentally a Strong Business Supportive Long-Term Industry Trends 1 • Beverage consumption trends favourable to Frigoglass Group’s business • Active in selected emerging markets where macro and demographic dynamics are supporting growth prospects Clear Leader Across ICM Markets Served • Market le
Slide 13: Romania Plant Reconstruction
Romania Plant Reconstruction Operations are expected to resume by end Q1-23; with all reconstruction milestones currently on track Rebuild Update Insurance Proceeds Overview Construction commenced in Q2 2022 and completion €42 million Property Damage claim agreed in Feb-22 expected in Q1 2023 ‒
Slide 14: Overview of Key Business Plan Drivers
Overview of Key Business Plan Drivers • Significant decline in Russia in 2022E as key customers exit the region or downsize their operations, followed by gradual volume recovery from 2024E, forecast to represent 11% of ICM revenue by 2025 vs. 20%-25% in the last 3 years • Volume recovery expected fr
Slide 15: FY22 Outlook
FY22 Outlook ICM performance materially impacted from March onwards by the ongoing Russia-Ukraine conflict, mitigated by continued growth momentum across Glass segment in 2022 €M Actual 2022 Outlook Full Year 2022 Key Observations 9M-22A Q4-22E Outlook ICM Drivers Sales: ICM Weak demand in Russia
Slide 16: Group Business Plan
Group Business Plan €M Actual Projection(1) Key Observations 2019A 2020A 2021A 2022E 2023E 2024E 2025E Group sales forecast to exceed peak 2019A Sales 482 333 384 456 412 450 489 levels by 2025E o/w ICM 368 251 279 293 272 299 325 Glass contribution forecast to increase significantly over projec
Slide 17: ICM Sales by Region
ICM Sales by Region €M Actual Projection (1) 2019A 2020A 2021A 2022E 2023E 2024E 2025E Regional / Divisional Breakdown (2) East Europe 153 102 106 76 61 67 79 Western Europe 78 47 51 58 59 64 69 Asia 32 23 36 55 48 54 55 Africa & Middle East 47 30 27 38 41 45 50 Frigoserve 57 49 58 66 63 68 71 Sales
Slide 18: Disclaimer
Disclaimer This presentation has been prepared by Frigoglass S.A.I.C. (the “Company”) for informational purposes only. Neither the Company, its affiliates nor their respective directors, officers, employees or agents (the “Company Group”) gives any representation or warranty, express or implied, as
Slide 19: Exponentially Innovative
Exponentially Innovative Illuminated Sassen lesanee © recuse : a HH THE TERE PERE GERE SERED SEE Goes 282 HEE: zz: al
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