Despite the external blows of Brexit and then ‘Trumpquake’, there was a general improvement in Central and Eastern Europe’s transaction climate in 2016, which comes as a welcome boost for those who are pushing for the region to further develop its capital markets and unlock up to €200bn in new capital.
In November, the Association for Financial Markets in Europe (AFME) and New Financial published a joint report, “The Benefits of Capital Markets to High Potential EU Economies”, in which they highlighted the huge opportunity to develop capital markets in the CEE region. The report found that deeper capital markets in 11 countries of the Baltic, Visegrad and Balkan regions could unlock more than €200bn in long-term capital, as well as more than €40bn a year in additional funding for companies.
“Our report highlights the economic prize from continuing to deepen capital markets across Europe and suggests that the CEE countries could be the biggest beneficiaries of Capital Markets Union. CMU is a vital long-term reform which can bring fresh impetus to the European economy,” says Paul McGhee, director of strategy at AFME.
There is certainly much catching up to do: between them, the EU11 countries surveyed in the report account for 20% of the EU’s population, 8% of its GDP, but only 2.5% of capital market activity. On average, capital markets in the EU11 states are one-third as developed as those in the EU when measured across 23 different sectors of activity relative to GDP, the report notes.
The banking system in the EU11 has deleveraged since 2008, particularly in the Baltic and Balkan economies, which has contributed to lower investment rates. Today, companies in the EU11 rely heavily on retained profits to fund investment while remaining more heavily reliant on bank lending than in the rest of the EU, with this lending representing 85% of corporate debt compared with the EU average of 75%.
As such, capital markets could provide a vital source of additional funding, the report concludes. “There is a huge opportunity for countries in Central and Eastern Europe to develop deeper capital markets to diversify sources of funding and help build pools of long-term capital, which in turn could help kick-start the sort of growth that they enjoyed before the financial crisis. It also underlines that smaller economies with less developed capital markets stand to gain most of all from the Capital Markets Union initiative. The EU, national governments and market participants all have important roles to play in helping to develop capital markets in future,” says William Wright, managing director at New Financial.
Looking at the breakdown of the various deal markets in January-October with data provided by Dealogic, the volume of debt issuance increased as part of a banner year for the debt capital markets (DCM), which BlackRock dubbed the “Great Migration” as the search for yield brought investors back into the emerging market fold.
Even with all the problems associated with the Russian bond market due to the West’s financial sanctions, the total amount of debt issued in the January-October period that was overseen by the top-20 bookrunners was $71.3bn in 205 issues, up 21.5% from the $58.7bn in 217 issues carried out in the year-earlier period.
Sovereign issues stood out, as governments across the region, including Russia in two notable Eurobond issues, took advantage of low rates and huge investor interest. Poland was first out of the blocks in January (see below), followed by billion-dollar-plus issues from Bulgaria, Romania, Turkey, Slovenia, Ukraine and Russia.
Russia’s VTB Capital was the overall winner in the DCM category with 72 deals worth $8.8bn, followed by JP Morgan with 77 deals worth $7.9bn and Citigroup with 34 deals worth $6.7bn. However, if looking at just international bonds, those positions were switched, with JP Morgan first, followed by Citi and then VTB.
Tibor Pandi, head of Central Europe corporate banking at Citi, said his bank won “a very large share of the wallet” as the region’s governments and to a lesser extent its companies rushed to take advantage of record low yields. Key sovereign deals for Citi included Romania’s €1bn bond issuance in May, followed by a €1bn tap at the end of September, and Ukraine’s $1bn, 5-year Eurobond issue guaranteed by the US. Corporate issues included oil group Mol’s €750mn, 7-year Eurobond issue.
However, on corporate bonds, Pandi said: “The banking market is so aggressive that it is much easier for many companies to borrow from banks. We will see more transactions when yields go up.”
Life in equities
There was finally more life in the equity capital markets (ECM) this year, with the top-20 bookrunners managing $6.4bn worth of 50 deals during January-October, up by a third from the $4.8bn worth of 54 deals seen in the year-earlier period. However, as Citi’s Pandi notes: “If we look across CEE, 2016 was a very quiet year.”
At the top of the ECM table stood Goldman Sachs with eight deals worth $1.0bn, followed by JP Morgan and Citi. Those three banks ran the largest ECM transaction of the year, Moneta Money Bank’s $850mn IPO on the Prague Stock Exchange (see below).
The year’s two other big IPOs were the $186mn offering from Russia’s Financial Group Future underwritten by local outfits VTB Capital and Aton Capital, and the $105mn offering from the Turkish real estate firm Via Gayrimenkul Yatirim Ortakligi underwritten by FinansInvest.
Large secondary public offerings (SPO) came from Poland’s Bank Pekao, which had an $829mn offering organised by Morgan Stanley, Citi, UBS, UniCredit; from Russia’s Alrosa with a $814mn offering run by VTB Capital and Sberbank CIB; and from Poland’s Alior Bank with its $577mn offering run by Santander, Goldman Sachs, JPMorgan, PKO BP.
Typically, the vast majority of ECM deals in 2016 occurred in those countries with the biggest stock markets: Russia, Poland and Turkey. However, as those markets show signs of stress for various reasons, there are other markets such as Czech Republic and Romania rising to meet the challenge. “In Poland, the attractiveness of IPOs is going down,” Krzystof Krawczyk, head of CVC Capital Partners’ office in Poland, told the “25 Years of Private Equity in CEE” roundtable sponsored by CMS and Pederson Partners in November. “There are signals that IPOs in the Czech Republic are becoming a possible option,” he added.
Getting it together
The merger market also improved in 2016, with private M&A being the market driver for transactions in 2016, reflecting the growing appetite of global private equity firms for CEE assets and the increasingly favourable financing conditions in the region.
Many M&A deals in 2016 had a cross-border element and at least one foreign buyer or seller (often both), while Theo Giatrakos, Citi’s investment banking head for Central and Southeast Europe, noted the positive sign that “bulge-bracket, top-tier investors are becoming confident in the region”.
“Of course Brexit has been on everyone’s mind this year, but thankfully it has not had any negative impact on our deal flow and number of successful deals,” says Edward Keller, partner in Dentons’ global Corporate, Mergers and Acquisitions and Private Equity practice groups, based in Budapest. “Whereas 2014 and 2015 were characterized by a relatively large number of broken deals, investor confidence in the region seems to be on a positive trend, with a greater number of deals heading to signing and completion in 2016 as compared to the recent past.”
Deals done by the top-20 advisors were worth $87.6bn in 2016, up 22% from last year’s $71.9bn, with VTB Capital, UBS and Arpwood Capital leading the rankings, solely because they advised on the giant $12.9bn acquisition of Essar Oil by Russia’s Rosneft and a consortium of Trafigura and United Capital Partners.
There were several large private equity deals in 2016, with the biggest being the $3.25bn acquisition of Poland’s Allegro by Cinven, Permira and Mid Europa Partners (see below), which was the largest regional technology deal ever. This was followed swiftly by the largest deal ever done by a private equity firm in Romania, again involving Mid Europa, when it bought from a private equity fund managed by Enterprise Investors its Romanian supermarket chain Profi Rom Food for €533mn. Advisors to Mid Europa were Beragua (commercial), EY (financial), Dechert and Bondoc & Asociatii (legal).
“Private M&A – including private equity, which remained a substantial part of our business in 2016 – was the market driver in M&A transactions in 2016. Fast-moving consumer goods (FMCG), real estate, telecommunications, online retail and energy remain strong market drivers for M&A transactions in CEE,” says Keller.
In energy, the Czech private energy holding Energetický a průmyslový (EPH) figured strongly. There was its $3.8bn acquisition of Vattenfall’s lignite business in Germany managed by Citi, ING, Rothschild & Co, JP Morgan, Deutsche Bank; the $1.6bn sale of 30% of its infrastructure asset unit to Macquarie Infrastructure & Real Assets advised on by SG Corporate & Investment Banking, Citi, JP Morgan, Deutsche Bank, Macquarie Group; and two shareholder transactions worth $4.7bn advised on by SG Corporate & Investment Banking, Citi, and JP Morgan.
With appetite for leveraged buyouts on the rise, high levels of market liquidity and the ultra-low loan pricing on offer, it’s perhaps a surprise that syndicated loans proved to be this year’s only deal segment that fell, as volatility in the global financial markets finally began taking its toll on loan demand.
The top-20 syndicated loan bookrunners were responsible for almost $57bn worth of deals in the January-October period, down 13% from the $65.5bn of deals seen in the year-earlier period. This fall was matched in the wider Europe, Middle East and Africa (MENA) region during the first nine months of 2016, which at $590bn was the lowest total for four years, according to Thomson Reuters.
The top five deals were all in the energy sector, with Russian Yamal LNG’s €3.6bn, 15-year credit line facility from Gazprombank and Sberbank CIB at EURIBOR +4.7% topping the list; followed by the $3bn syndicated loans to KazMunaiGaz Finance and Tengizchevroil.
Turkish banks were also notable in the list of the largest deals in 2016, including Yapi ve Kredi Bankasi, Isbank, Turkiye Garanti Bankasi, TC Ziraat Bankasi and Akbank (see below).
Download ( BNE_SPR_12_15.pdf) the full league tables of our Captal Markets Survey 2016.
ECM DEALS OF THE YEAR
MONETA Money Bank
The year 2016 was a transformative one for MONETA Money Bank, commencing with its successful IPO of more than 260mn shares on the Prague Stock Exchange in May. The IPO not only marked an important milestone for the bank as the start of its journey as an independent company, but was one of the biggest in Europe in the first half of 2016 and a landmark transaction in the Czech Republic.
The IPO formed part of the bank’s separation from GE Capital, in line with a wider programme of asset sales announced by GE in April 2015. “We are making good progress with the overall separation, with a high likelihood of completing it six months ahead of schedule. The re-branding of our websites, branch and ATM network (from GE Money Bank to MONETA) is complete and the unprompted brand awareness is reaching as high as 25% only months after its roll out,” the bank says.
The listing of the shares saw strong investor appetite from blue-chip institutional investors in the book-building process – run by Goldman Sachs, JP Morgan and Citigroup – and the share price had risen by over 25% as of November 15, reflecting the extent to which shareholders “really believe and support our story”, the bank says. “Dividend remains a strong aspect of that story; we are offering investors a high sustainable dividend pay-out with potential upside from excess capital. In November it was also announced that MONETA was admitted to the MSCI Index; a real achievement after just six months as a listed company and an opportunity to gain exposure to an even greater pool of investors,” it says.
The bank explains the IPO has opened the door to a number of exciting opportunities. “Our strategy is to deepen our focus on maintaining and further building our retail banking franchise and significantly growing our presence within the SME commercial segment by developing our distribution channels, leveraging cross-selling opportunities, extending our offering and expanding our sales capacity,” it says.
“As an independent bank we’re now able to do this without having to operate as a subsidiary of a larger international bank – we’re now accountable to our Czech customers and our own shareholders. We have made good progress so far on getting this strategy underway, achieving continued growth in our retail and commercial portfolios. Another highlight is our ongoing digital transformation, which we see as an optimum platform for future growth. We launched our new mobile banking application in July, which saw 81,000 downloads and 50,000 active clients as of end of October,” it adds.
October 20 marked the debut of the trading of OMV Petrom’s shares on the London Stock Exchange (LSE) in the form of global depositary receipts (GDRs). The London listing took place in the wake of the sale by Fondul Proprietatea (FP) of a 6.4% stake in OMV Petrom, through a secondary public offering (SPO) of shares and GDRs. Each GDR represents 150 shares, with 2,492,328 GDRs being issued in total against the deposit of 373,849,200 OMV Petrom ordinary shares at Citibank, which is the depositary bank.
The SPO – jointly run by Goldman Sachs, Erste Group Bank and Wood & Co – was an important event in many ways, says the company, as it comprised the largest ever fully marketed offering in Romania, the largest equity transaction in Romania since June 2014 (RON760mn) and the largest Emerging Market EMEA Oil & Gas transaction in 2016.
“Other interesting statistics include an over 500-page prospectus, more than 13,000 documents uploaded in the virtual data room during the due diligence process, and a large number of external stakeholders involved. Our management, and the Investor Relations department were truly globe trotters, travelling across two continents and meeting 67 institutional investors in seven locations: New York, Boston, Tallinn, Warsaw, London, Stegersbach (Austria) and Bucharest,” OMV Petrom says.
Through a listing at the LSE, the company says its intention was to attract international investors who were not in a position to trade shares on the Romanian market, while at the same time making Petrom shares/GDRs available to a more diversified shareholder base. Another potential benefit is an expanded research coverage by international analysts, which helps get the company onto the radar screen of new investors outside of Romania.
“The most important benefit for shareholders and the company, however, is an increased free float to 15.8%, leading to higher liquidity over time. The company’s exposure towards a larger pool of institutional clients in different markets allows the access to other potentially cheaper sources of capital. And increased visibility and a larger investor base comes with increased responsibility to maintain our high corporate governance and transparency standards,” it says
DCM DEALS OF THE YEAR
Poland’s €1.75bn Eurobond and RMB3bn Panda bond
Poland achieved a couple of firsts in 2016. It was the first developing nation out of the blocks to tap the Eurobond market this year, raising €1.75bn in a sale of 10- and 20-year notes; and then in August it became the first European sovereign to issue a “Panda bond” – a yuan-denominated bond sold in China from a non-Chinese issuer.
The sovereign priced the €1.75bn of Eurobonds due January 2026 at 65 basis points above midswaps and those maturing in January 2036 at 100bp. Citigroup, HSBC Holdings, ING Groep, Societe Generale and UniCredit managed the sale.
“We started the year with a two-tranche euro transaction that extended our curve to the 20-year point. The structure of investors was very well-diversified both institutionally and geographically,” says Piotr Nowak, deputy minister of finance, adding that in April, “in response to large investor demand, we decided to reopen the 20-year Eurobonds issued at the beginning of the year”.
In October Poland issued another two-tranche Eurobond that enabled the state to extend the euro curve out even further, with the 30-year securities being the first ever such long public bonds out of CEE and only the second such bonds from a non-Eurozone sovereign globally.
On August 25 the Polish finance ministry announced that the issue of RMB3bn (€400mn) in three-year bonds with a coupon of 3.4% had been priced at a negative yield of -0.173% after being swapped into euros. The issue was subscribed twice over and was taken up mostly by Chinese institutional investors. Bank of China and HSBC were the bookrunners.
“The second part of the year was marked by our debut issuance in renminbi in the Chinese onshore market. The so-called Panda bond was a landmark transaction for us – we entered the onshore market as the first European sovereign ever,” says Nowak, whose ministry added that the issuance of bonds on the Chinese market “was aimed above all at diversifying our investor base and acquiring financing to cover this year’s loans”.
Looking ahead, Nowak notes that his ministry will keep all avenues open. “Although, we have fully covered our needs in foreign currencies this year and even started pre-financing next year’s borrowing requirements, our attitude is very flexible. We can take advantage of any favourable conditions if they appear on a particular market. Our aim is to diversify further our investor base along with strong emphasis on pricing conditions,” he says.
Bulgaria’s €1.994bn Eurobond
On March 14, the Republic of Bulgaria successfully issued a €1.994bn dual-tranche Eurobond transaction. It comprised 7-year bonds amounting to €1.144bn and 12-year bonds amounting to €850mn, with coupons of 1.875% and 3.0% respectively.
Taking advantage of favourable market conditions after extensive easing measures announced by the ECB on its Governing Council meeting on March 10, the Bulgarian Ministry of Finance says that it and the lead managers – JP Morgan, BNP Paribas, Citigroup and UniCredit – decided on a swift intra-day execution strategy without having to conduct a pre-deal roadshow.
“The size and quality of the order book allowed the issuer to reach the maximum combined size targeted prior to the transaction. It is also worth highlighting that Bulgaria achieved the lowest coupon ever in the international bond market with the 7-year offering. The dual-tranche transaction increased Bulgaria’s outstanding maturities to seven bonds, establishing a well-populated liquid euro curve for the Republic,” the finance ministry says.
With this transaction, Bulgaria pre-financed the maturing in July 2017 Eurobond with a principal value of €950mn, and fulfilled the 2016 budget limit for international capital issuance during 2016. “The accomplished debt operations in 2016 provided for smooth implementation of the debt management policy and sustaining the low-risk debt structure,” it adds.
Looking ahead, the ministry says in the absence of upcoming peak payments until 2022, the near- and medium-term issuance policy will be focused on the development of domestic market for government securities.The borrowing policy of the Bulgarian government will continue to be related with the main objectives of the targeted fiscal policy and in compliance with the debt restrictions set forth in the state budget acts. The expected debt/GDP as of the end of 2016 is 29% and, according to the Mid-Term Budget Framework for 2017–2019, the projected debt burden will decrease gradually to around 25% of GDP.
M&A DEALS OF THE YEAR
Avast acquires AVG
On September 30 Avast Software announced it had acquired a majority stake in AVG Technologies for $1.3bn after its tender offer for all outstanding ordinary shares of AVG at $25 in cash.
Jefferies International acted as exclusive financial advisor, and White & Case and De Brauw Blackstone Westbroek acted as legal advisors to Avast. Morgan Stanley acted as financial advisor to AVG, Bridge Street Securities was financial advisor to the supervisory board of AVG, and Orrick, Herrington & Sutcliffe and Allen & Overy acted as legal advisors to AVG.
Through the acquisition, Avast said it has transformed into a full-service security company with a significant business serving small and medium-sized companies, a mobile enterprise business and the largest consumer security installed base globally. Avast now protects more than 400mn users with stronger protection than before, as each endpoint acts as a de facto sensor.
“With our user base nearly doubling, we now have the most advanced threat detection network in the world. Our security technology runs in the cloud, based on a vast machine learning network. Each of our endpoints running our products acts as a sensor for malicious files and activities.” Through the acquisition, Avast will also add more talent to its Threat Labs team and create special task forces that will be dedicated to new threats targeting mobile devices, Internet of Things devices, and current ravaging threats like ransomware,” says Vince Steckler, CEO at Avast.
“We now prevent around 1bn malware attacks, block more than 500mn malicious URLs and around 50mn phishing attacks per month, and handle around 9mn new executable files every month, 25% of which are malicious,” Steckler adds.
Through the acquisition, Avast is also expanding its capabilities to protect mobile users. While ransomware and social engineering threats are still a problem on mobile, there are more security issues to solve than malware. If a user installs a security app at the app level, it can easily be removed. Therefore, mobile security is stronger if installed at a deeper level, like the carrier level. AVG’s Location Labs product is tightly integrated with the four largest US carriers.
“The product prevents teenagers from texting while driving or during school hours, from visiting harmful websites, and protects their photos from being leaked. We will be further building upon this technology and partnerships with mobile operators,” says Steckler.
Liberty Global buys cable business of Multimedia Polska
Poland was the focus of another of bne’s Deals of the Year, when in October Liberty Global, the London-based media company controlled by billionaire John Malone, announced it had agreed to buy the cable business of Multimedia Polska in an all-cash deal valued at $760mn, expanding its market-leading position in the region’s leading CEE media market.
Liberty Global made the acquisition through its Polish unit UPC Polska, Poland’s number three cable operator, which as a result of the combination will have a subscriber base of 2.2mn, comprising approximately 50% of Poland’s cable market. The purchase price equated to a multiple of 6.2x Multimedia’s 2015 full-year adjusted Ebitda.
Credit Suisse International acted as financial advisor to Liberty Global and Dentons was the legal adviser. UBS advised Multimedia Polska.
“Dentons is proud to have advised on this major media acquisition in Central and Eastern Europe,” commented Rob Irving, Co-chair of the Dentons’ global Private Equity group, who co-led the transaction with Igor Ostrowski, Partner in Dentons’ Warsaw office and Head of the Dentons Technology, Media and Telecommunications sector group in Europe. “This deal represents a strategic move in CEE by one of the top multinational players in the sector. Such significant transactions showcase our strengths in cross-border M&A, as well as our capabilities to help international businesses expand in these important growth markets.”
Cinven, Permira, Mid Europa acquire Poland’s Allegro for $3.253bn
A buyout group of Cinven, Permira and Mid Europa Partners was confirmed on October 14 as the winner of a bidding contest to acquire the Polish online auction site Allegro from South African owner Naspers, in a $3.253bn deal that came in above expectations, making it this year’s biggest private equity deal in CEE.
Allegro was highly regarded as an acquisition opportunity given its double-digit growth, already high market share and profitability, and relatively high (at least in emerging market terms) market penetration. As such, observers were not surprised that the deal came in above the $2.2bn valuation that Naspers put on it at the beginning of the process.
“It’s a good price which reflects the prospects for the company expanding,” says Richard Sanders, Partner at Permira. “It’s a great company, it’s rare you come across a business with such a preeminent market position in a really attractive market with what we call early innings growth – e-commerce penetration in Poland is just around 6%.”
The consortium of the two global private equity players teaming up with local player Mid Europa was considered one of the keys to the deal’s success. “We are sector investors and understand the sector, but we see there’s a local, geographical component to this. It’s not essential, but it’s value added to have someone on the ground and with their finger on the pulse of the business on a day-to-day basis,” says Cinven's partner David Barker.
Advisors to Cinven, Permira and Mid Europa on the transaction included: Goldman Sachs International (lead financial advisor), Macquarie (financial), Clifford Chance (legal), McKinsey (commercial) and EY (accounting and tax), while the seller was advised by Morgan Stanley (financial advisor), Allen & Overy (legal) and Deloitte (accounting and tax).
SYNDICATED LOAN DEAL OF THE YEAR
Akbank’s dual currency term loan facilities
Akbank’s successful conclusion on March 18 of its total $1.25bn dual currency term loan facilities made it the first Turkish bank to price euro and dollar tranches of a syndicated loan facility differently.
Akbank’s transaction comprised 367-day tranches of $370.37mn and €783.48mn dual currency term loan facilities, paying all-in pricing of 75bp and 85bp respectively. The loan will be used for trade finance purposes.
“We finalized the syndication in a highly challenging period marked by a slowdown in the Chinese economy, sustained problems in the European banking sector, volatility in energy prices and increased geopolitical uncertainties. Despite the unfavourable market conditions, we accomplished an oversubscription in our transaction, successfully rolling over our March 2015 syndicated loan facility,” says Kerim Rota, Akbank’s EVP in charge of Treasury and International Banking.
The bookrunners on the deal were as follows: BNP Paribas, Bank of America Merrill Lynch, Mitsubishi UFJ Financial Group, Citi, Commerzbank Group, Deutsche Bank, Goldman Sachs, HSBC, ING, JPMorgan, Mizuho, National Bank of Abu Dhabi PJSC, Natixis, SG Corporate & Investment Banking, Standard Chartered Bank, UniCredit, and Wells Fargo Securities.
Later in the year on August 18, Akbank also signed its $327mn and €787.8mn dual currency term loan facilities comprised of 367-day and 3-year tranches, denominated in euros and US dollars. The all-in cost of the 367-day tranche was LIBOR +85bp and EURIBOR +75bp; and the all-in cost of the 3-year tranche was EURIBOR + 175bp.
“Despite the challenging market outlook, the facilities achieved an oversubscription, which is a testament to Akbank’s intrinsic financial strength, continued strong performance, as well as our solid banking relationships. Our transaction attracted new banks from the Middle East and Europe compared to the August 2015 facility. We are also glad to see that some of the banks have increased their commitments in this deal compared to last year,” Rota says.
The bookrunners on that deal were: Bank of America Merrill Lynch, Mitsubishi UFJ Financial Group, Citi, Commerzbank Group, Deutsche Bank, Emirates NBD PJSC, Goldman Sachs, HSBC, ING, Mediobanca, Mizuho, National Bank of Abu Dhabi PJSC, Rabobank, SG Corporate & Investment Banking, Standard Chartered Bank, UniCredit, and Wells Fargo Securities.