Nomad Foods Limited · NYSE:NOMD
Nomad Foods — Iglo Group — Debt Investor Presentation (April 2015)
30 slides from Nomad Foods's debt investor presentation, Apr 23, 2015
Slide 1: Iglo Group Lender Presentation
Iglo Group Lender Presentation 23rd April 2015
Slide 2: Disclaimer
Disclaimer THIS DOCUMENT (THE “PRESENTATION”) MAY CONTAIN CONFIDENTIAL INFORMATION. BY ACCEPTING (AND/OR, AS THE CASE MAY BE, CONTINUING TO READ) THIS PRESENTATION, THE RECIPIENT (THE “RECIPIENT”) AGREES TO BE BOUND BY THE FOLLOWING TERMS AND CONDITIONS AND TO USE ANY SUCH INFORMATION IN ACCORDANCE
Slide 3: Today's presenters
Today’s presenters Paul Kenyon – Iglo Group CFO Scott Sublett - Nomad A fresh look at frozen 3
Slide 4: Agenda
Agenda 1. Transaction summary 2. Introduction to Nomad 3. Q1 trading update 4. Waiver and amendment summary Appendix A fresh look at frozen
Slide 5: Transaction summary
Transaction summary A fresh look at frozen
Slide 6: Transaction summary
Transaction summary • On 20th April 2015, Nomad Holdings Ltd (“Nomad” or the “Acquirer”) entered into definitive agreement to acquire Iglo Foods Holdings Ltd (“Iglo” or the “Company”) for c.€2.6bn or 8.2x LTM Mar-2015 Adj. EBITDA of €316m (the “Transaction”) • Nomad is a LSE listed investment vehicl
Slide 7: Sources & uses
Sources & uses Sources & uses Sources (€m) Total (%) Uses (€m) Total (%) Nomad equity (1) 1,315 49.2% Purchase price 2,600 97.4% Vendors roll-over equity 134 5.0% Cash on balance sheet 50 1.9% Iglo cash retained 50 1.9% Fees and Expenses 20 0.7% Roll over Term Loans 672 25.2% Existing Floating Rate
Slide 8: Pro-forma capitalisation
Pro-forma capitalisation Pro-forma capitalisation Actual 27 March 2015 Adj.(1) Post Transaction €m xLTM Adj. EBITDA €m €m xLTM Adj. EBITDA % Maturity Cash (258) (0.8)x 208 (50) (0.2)x (1.9%) RCF (€80m) - - - - - - Dec-19 (2) Term Loans (€/£) 1,163 3.7x (492) 672 2.1x 25.6% Jun-20 Existing Floating R
Slide 9: Structure chart (post-close)
Structure chart (post-close) Permira Bidder BEIG LP Inc. (Guernsey) Rollover % Nomad Holdings Ltd Iglo Foods Holdings Ltd (UK) Iglo Foods Holdco Ltd (UK) Iglo Foods Finco Ltd (UK) Senior Debt €672m - € Term Loan Iglo Foods Midco Ltd - £ Term Loan (UK) - €80m RCF Iglo Foods Group Ltd (UK) BondCo Plc
Slide 10: Introduction to Nomad
Introduction to Nomad A fresh look at frozen
Slide 11: Overview of Nomad Holdings
Overview of Nomad Holdings • Nomad is a LSE listed investment vehicle, formed to build a portfolio of best-in-class companies in the consumer space • With the anchor investment in Iglo, Nomad intends to continue supporting Iglo’s organic growth initiatives as well as pursue strategic and complementa
Slide 12: Nomad investment thesis
Nomad investment thesis Nomad supporting Iglo’s current strategy through long term public capital A Leading player in a large and resilient European frozen food market • Nomad offers permanent long term B Iconic brands in three focus markets — UK, Germany and Italy public capital to Iglo Ongoing tra
Slide 13: Q1 trading update
Q1 trading update Preliminary management account numbers, subject to auditor review A fresh look at frozen
Slide 14: Q1 2015 performance highlights
Q1 2015 performance highlights • Adj. EBITDA margin ahead of strategic target of 20%; LTM Adj. EBITDA = €315.5m ahead of last year • Gross margin performance remains strong: +0.9% year-on-year • Like-for-like Net Sales performance was -2.3% • Reported Net Sales -4.2% at constant currency were impact
Slide 15: Iglo Group: Strategy implementation continues
Iglo Group: Strategy implementation continues Q1/14 Q1/15 €m @ 1.30 LY Act Delta Comments Gross margin improvement driven by margin accretive innovation, mix and cost control Net revenues 410.9 393.6 -17.3 Market conditions remain challenging: category -0.7% MAT Gross profit 140.0 137.6 -2.3 at
Slide 16: 2015: Q1 Net sales bridge
2015: Q1 Net sales bridge Net Sales LFL: (2.3%) One-off Market Retailer Portfolio Note: At constant currency of 1.30 €/£. Financials as per management accounts. All data is subject to an auditor process. A fresh look at frozen 16
Slide 17: 2015: Q1 Gross profit bridge
2015: Q1 Gross profit bridge 2014-15 Gross profit bridge (€m) Gross Margin Expansion: +86bps 34.1% Vol/Mix Net pricing 35.0% Note: At constant currency of 1.30 €/£. Financials as per management accounts. All data is subject to an auditor process. A fresh look at frozen 17
Slide 18: Findus Italy: Sales execution holds back performance
Findus Italy: Sales execution holds back performance Q1/14 Q1/15 €m LY Act Delta Comments Market conditions flat, Jan 2015 MAT - 0.1%. PL continues to gain share LFL sales excluding one less trading day Net revenues 121.2 113.2 -8.1 are -5.0% vs LY Revenue decline is driven by open conflicts d
Slide 19: BirdsEye: UK retailer disruption impacts performance
BirdsEye: UK retailer disruption impacts performance Q1/14 Q1/15 €m @ 1.30 LY Act Delta Comments Market conditions remain extremely challenging: category –3.1% 2015 MAT LFL sales excluding one less trading day Net revenues 135.5 129.2 -6.3 are -3.0% vs LY Net Sales decline heavily driven by Te
Slide 20: Iglo Markets: Strategy implementation rollout starts
Iglo Markets: Strategy implementation rollout starts Q1/14 Q1/15 €m LY Act Delta Comments Good progress with LFL sales up by +1.0%. This reflects the impact of 1 less trading day (c€-1.8m) and the exit in Net revenues 144.9 143.1 -1.8 Turkey Romania, Slovakia (c€-1.3m). Germany returns to growth
Slide 21: 2015: Q1 cash flow generation remains strong
2015: Q1 cash flow generation remains strong Comments • Working capital balance negative for three all figures in €m 2015 Q1 LY v LY consecutive months in the quarter; average of - 7.4m a 10m reduction YOY Adj. EBITDA 83.3 73.9 9.3 • Pension cashflow appears higher than last year Loss on fixed ass
Slide 22: Waiver and amendment summary
Waiver and amendment summary A fresh look at frozen 22
Slide 23: Summary waiver and amendment request
Summary waiver and amendment request Term Loan Repricing (margin % p.a.) • Existing Senior Facilities Agreement (“SFA”) to be amended Current Margin post Amendment (Dec-14) Transaction based on Request • Key amendments versus current facilities agreement: Current Ratchet (25bps) • Amendment to chang
Slide 24: Summary terms: Key Changes in Covenants
Summary terms: Key Changes in Covenants Current Terms as per Existing SFA Amendments Cash Sweep: - Net Leverage > 4.5x: 50% No change except no sweep in respect of FY 2015 in light of transaction-related - >3.75x and < 4.5x: 25% prepayment - < 3.75x: 0% Prepayment Fees: None 12 month soft-call (1%)
Slide 25: Indicative timetable
Indicative timetable April 2015 May 2015 June 2015 S M T W T F S S M T W T F S S M T W T F S 1 2 3 4 1 2 1 2 3 4 5 6 5 6 7 8 9 10 11 3 4 5 6 7 8 9 7 8 9 10 11 12 13 12 13 14 15 16 17 18 10 11 12 13 14 15 16 14 15 16 17 18 19 20 19 20 21 22 23 24 25 17 18 19 20 21 22 23 21 22 23 24 25 26 27 26 27 28
Slide 26: Appendix
Appendix A fresh look at frozen 26
Slide 27: Overview of the founders
Overview of the founders Mr. Noam Gottesman Mr. Martin E. Franklin Founder Founder • Recognized leader in the financial services industry and global investor with • Distinguished business leader with extensive experience as an originator, extensive experience identifying investment opportunities ope
Slide 28: Case Study – Platform Acquisition Holdings Ltd
Case Study – Platform Acquisition Holdings Ltd Platform Acquisition Holdings Ltd was an investment vehicle founded in 2013 by Martin E. Franklin and Nicholas Berggruen which had mandate to acquire a portfolio of specialty-chemical businesses Acquisition of Acquisition of Acquisition of from For a co
Slide 29: Summary terms: RCF and Term Loans
Summary terms: RCF and Term Loans RCF Term Loan £/€ Borrower Iglo Foods Midco Ltd and certain subsidiaries Iglo Foods Midco Ltd Issue RCF Senior Secured Term Loan B Facilities Use of Proceeds Cashless rollover, working capital and general Cashless rollover corporate purposes Amount €80m €672m-equiva
Slide 30: Q&A
Q&A A fresh look at frozen 30