Syensqo Sa/nv · EURONEXT:SYENS
Syensqo Sa/nv — Solvay — Debt Investor Presentation (August 2023)
23 slides from Syensqo Sa/nv's debt investor presentation, Aug 4, 2023
Slide 1: Liability Management Investor Presentation
Liability Management Investor Presentation Project Po2 4 August 2023
Slide 2: Today's Agenda
Today’s Agenda Section 1 Separation Overview 5 Section 2 Consent Solicitations and Tender Offer Overview 14 Section 3 Contacts 20 Appendix 21 2 Highly Confidential
Slide 3: Executive Summary – Transaction Background
Executive Summary – Transaction Background • Solvay SA is pursuing a separation into two independent investment grade companies and industry leaders, EssentialCo & SpecialtyCo, with distinct business profiles, value creation objectives and capital structures • The contemplated Liability Management e
Slide 4: Overview of Separation Timeline
Overview of Separation Timeline H1 key figures EssentialCo & SpecialtyCo NC2024 Hybrid August 28 tender offer & Consent early Consent Capital Q2 2023 bird expiration expiration structures results deadline deadline June 16 August 3 August 22 August 31 Q3 2023 results November 3 June/July August Septe
Slide 5: Separation Overview
Section 1 PERSONAL & CONFIDENTIAL Separation Overview
Slide 6: Separation positions SpecialtyCo & EssentialCo for greater value creation
Separation positions SpecialtyCo & EssentialCo for greater value creation Creates two strong, independent companies Composites SpecialtyCo Novecare 2022 Net Sales: €7.9 Bn Specialty Focused strategies and 2022 uEBITDA: €1.9 Bn Polymers Aroma operating models to better Preliminary Rating: Baa1 / BBB+
Slide 7: Deep financial foundation leads to two solid credit profiles
Deep financial foundation leads to two solid credit profiles Preliminary Rating: Expected Rating: SpecialtyCo • Moody’s: Baa1 • S&P: BBB+ EssentialCo • Moody’s: Baa3 • S&P: BBB- €1.9 Bn underlying EBITDA €1.3 Bn underlying EBITDA Margin of 23.6% Margin of 22.7%, Cash conversion of 71% (1) Key streng
Slide 8: SpecialtyCo is a market leader in Materials & Consumers
SpecialtyCo is a market leader in Materials & Consumers with a strong Investment Grade profile - Baa1 / BBB+ preliminary ratings MARKET POSITION MATERIALS Specialty #1 High-performance polymers Polymers #2 Composites for civil aerospace Composites #1 Composites for defense €7.9Bn 2022 Net sales Nove
Slide 9: SpecialtyCo demonstrated strong historical growth underpinned by profitability
SpecialtyCo demonstrated strong historical growth underpinned by profitability uEBITDA Margin Average, Net Sales CAGR, 2020-22 (%) uEBITDA CAGR 2020-22 (%) ROCE Average 2020-22 (%) 2020-22 (%) 22.5% 34.7% 21.6% 8.7% 21.0% 22.1% 21.2% 5.6% SpecialtyCo SpecialtyCo SpecialtyCo SpecialtyCo SpecialtyCo S
Slide 10: SpecialtyCo sustainability goals
SpecialtyCo Business Innovations to focus on sustainable solutions and solutions circularity to set distinct sustainability goals Scope 1 & 2 down by >40% (2018-2022) Climate Continue pursuit to reach aligned with its vision carbon neutrality before 2040 on scope 1 and 2 emissions and inspired by So
Slide 11: Liability Management exercise to support differentiated & optimised capital structures
Liability Management exercise to support differentiated & optimised capital structures Solvay SpecialtyCo EssentialCo Relevant Bondholders get the In € bn opportunity to transfer to Baa2 / BBB Preliminary rating Expected rating stronger rated SpecialtyCo (Baa1 Rating outlook On review for Baa1 / BBB
Slide 12: SpecialtyCo's capital structure & financial policy to support resilient credit profile
SpecialtyCo’s capital structure & financial policy to support resilient credit profile TARGET DEBT AND LIABILITIES(1) Solid Baa1 / BBB+ preliminary rating with commitment to 4.0 strong IG rating €3.4 Bn 0.3 Environmental Liab. Enhanced credit profile with low 3.0 0.3 Net pension Liab. leverage, incr
Slide 13: Key Takeaways
Key Takeaways Tailored capital Strong foundation Bondholders given structures for leads to two opportunity Adapted to to differentiated investment grade transfer bonds to support different strategic mandates rated entities stronger operating rated models SpecialtyCo (Baa1 / BBB+ preliminary rating)
Slide 14: Consent Solicitations and Tender Offer Overview
Section 2 PERSONAL & CONFIDENTIAL Consent Solicitations and Tender Offer Overview
Slide 15: Summary of the Proposals
Summary of the Proposals ➔ In the context of the Partial Demerger of Solvay SA 1. Solvay SA has publicly announced: Consent Solicitations targeting its EUR 2027 and 2029 Senior Bonds and EUR Perp NC2025 Hybrid Transaction Overview Bonds 2. Solvay Finance has publicly announced a tender offer targeti
Slide 16: Consent Solicitations – Background, Target Bonds, and Conditions
Consent Solicitations – Background, Target Bonds, and Conditions ➔ In the context of the Partial Demerger of Solvay SA into SpecialtyCo and EssentialCo, eligible holders of the relevant bonds are being invited to consent to: ➔ Issuer Substitution Proposals (Senior and Hybrid Bonds): approve the auto
Slide 17: Consent Solicitations – Early Participation fees, quorum, majority, voting procedure
Consent Solicitations – Early Participation fees, quorum, majority, voting procedure Early Participation Fee ➔ 0.25% of nominal amount, paid to bondholders participating by the Early Instruction Deadline (22 August 2023) Initial Meeting Quorum Adjourned Meeting Quorum PNC 2025 Hybrid Bonds 75% 25% ➔
Slide 18: Tender Offer – Background and Summary of Terms
Tender Offer – Background and Summary of Terms ➔ In the context of the Partial Demerger of Solvay SA, Solvay SA confirmed that the outstanding hybrid bonds will not be a permanent part of the capital structure of the two resulting companies at this point in time Background ➔ Solvay Finance announced
Slide 19: Consent Solicitations & Tender Offer Timeline
Consent Solicitations & Tender Offer Timeline Consent Solicitations Timeline Tender Offer Timeline Commencement of Consent Solicitations and Publication of 04 August 2023 Commencement of Tender Offer the Notices 22 August 2023 5:00 p.m. CET Early Instruction Deadline Early Tender Deadline 31 August
Slide 20: Contacts
Contacts Eligible holders of bonds are invited to refer to the Consent Solicitation Memorandum and/or Tender Offer Memorandum, as applicable, dated 4 August 2023, as available from the Information and Tabulation Agent with respect to the terms and conditions and applicable restrictions of the consen
Slide 21: Appendix
PERSONAL & CONFIDENTIAL Appendix
Slide 22: Indicative overview of debt allocation
Indicative overview of debt allocation In €m Solvay SpecialtyCo EssentialCo Debt instruments Dec 2022 At Spin-Off date At Spin-Off date Actual Indicative Indicative EUR Senior Notes 500m Dec 27 2.75% 500 500 600m Sep 29 0.50% 600 600 New debt EssentialCo (incl. €1.5 billion of new bonds) 1,850 USD S
Slide 23: Disclaimer
Disclaimer By accessing this presentation, you agree to be bound by the following terms. This presentation may not be reproduced, retransmitted or further distributed to the press or any other person or published, in whole or in part, for any purpose. Failure to comply with this restriction may cons