IVG – Now what ?

IVG is one of my special situation investments, I had detailed posts about them here:

Introduction (German)
“Good news” (German)
Capital Increase
Capital Structure considerations
Balance sheet analysis

My overall thesis could be summarised as follows:

IVG is clearly in troubled water, so the shares and the Hybrid bonds are extremely risky, however the senior convertible which has a put in early 2014 has a good chance of being repaid. My main argument was and is that IVG is quite big and an outright default would have too bad consequences for the banks and hedge funds wer not yet involved. Even in the downside case, I would still come up with a recovery for the Hybrid in the 90ties due to the amount of underlying equity and hybrid debt.

Last week however, IVG came out with another worse than expected annual result for 2012.

The “bomb” however was this statement:

As the company would like to explain the financing concept being developed to the shareholders and to allow them to decide on specific measures, where appropriate, the 2013 Annual General Meeting will be postponed from 16 May 2013 to presumably the end of July 2013.

Well, clearly postponing the Annual Meeting is ALWAYS a bad sign. So all the listed IVG securities got of course hammered:

The stock lost around 2/3 of its value:

as well as the Hybrid bond:

The convertible lost almost half of its value before rebounding, resulting in a loss of 1/3:

So to look at the only positive aspect. At least the Senior bond outperformed against the subordinated capital tranches as one would expect in such cases. As reader JM commented, the activity in the convertible prior to the announcement looks very very suspicious and smells of insider trading.

Updated liquidation analysis

First of all, let’s update the liquidation analysis from 2012:

Summary valuation of Assets

In the first step, I think it makes sense to use the same assumptions as last time, to make the numbers comparable. In the following table we see the asset “model” updated based on the 2012 report.

2011 Adj. Val 2012 Adj.Val Comment
Intangibles 251 0 253 0 100% write off
Inv. Property 3,964 3,398 3,654 2,920 scaled to 7% yield
PPE 157 118 190 143 25% discount
Financial Assets 189 142 174 131 25% discount
equity part 95 71 84 63 25% discount
DTA 404 0 336 0 100% write off
Receivables 60 45     25% discount
   
Inventory 1,025 513 996 498 50% discount
Receivables 179 134 190 143 25% discount
Cash 238 238 142 142 0% discount
   
AFS 341 256 58 44 25% discount
Asset Management 275   318 1.5% of AUM
Marekt value caverns 163   140 50% of disclosed adj.
         
Total 6,903 5,351   4,540

In second step we can then determine, how much assets are available for which debtor class. In the case of an insolvency, collateralized lenders get paid first, then senior lenders then hybrid and then equity.

Based on the 2012 numbers, i would calculate the following liquidation values:

  2012
Adjusted NAV   4540
-Bank loans   -3837
Remaining   703
Other senior liabilities    
  -Derivatives -84
  – Tax -77
  – pension -34
  – other financial -17
  – other liabilities -218
  – Convertible -400
  Total senior unsecured -830
     
  Coverage 84.70%

So this means that senior creditors would get under my assumptions still around 85% of nominal. This is slightly worse than last year but still quite positive and should limit the downside.

Of course, I did not consider additional costs of winding such a company up, on the other hand I didn’t put for instance a business value on the cavern business. However it is also clear that in a liquidation, both Hybrid and shareholders get a big fat “donut” as recovery.

What next ?

In such situations, it usually makes sense to listen to the analyst call in order to see what Management is actually saying. Fortunately, the call is easily accessible via their website. By the way: The used app for the audio file is really shitty…..

The most interesting section of the management comments is the fact that the 0.7 bn EUR 2013 maturity doesn’t seem to be a problem at all, as this is a 50% LTV loan.

From the Q&A, I found the following points most interesting:

– Squaire: Relative slow increase in occupancy. They need 90% occupancy to really exit which seems to need time, at least until 2014
– Caverns: Demand from utility side has shrinked, “NAV adjustment” at risk
– IFRS 13: There seem to be some issues in order to reflect transactional costs in the current valuations. They mentioned 100 mn EUR as potential (negative) impact.
– LTV target: They mentioned 55% as a goal, from around 71% today, with the intermediate step of 60-65% (my remark: with ~4 bn Bank, 5% LTV is 200 mn EUR.)
– no plan to sell fund management (would have been one option to generate equity)
– no mention of hedge funds as holders of the bank debt
– the “gherkin fund” has an indirect 44 mn EUR risk for IVG

In general, they were very vague about refinancing. They mentioned Rothshild being an advisor which is not the best news for existing investors. The whole call was with that respect a deja vue similar to the Praktiker call almost 2 years ago.

My expectation is the following:

Current equity holders will suffer one way or the other. My guess is that a new convertible will be part of any refinancing package. I could easily imagine somthing like pledging the fund business to a new investor, similar to the “Max Bahr” pledge at Praktiker.

In the process, they will come up with some “voluntary” contribution of Hybrid and Convertible holders which in my opinion will not work. I still belive that the Convertible will be paid in full in 2014, but the next few months can be very volatile.

Lessons learned:

I think I made one real mistake here: When I researched utilities earlier this year, especially Energiedienst, it should have been clear that the gas cavern business will not be so good going forward as in the past. As my thesis on the IVG bond implied a stable gas cavern business, I should have reviewed the case back then.

On the other hand it is interesting to see that a very broad research focus could yield quite interesting “cross results”.

Summery:

I think there is no urgent need to sell as Convertible holder. The asset base is still high enough to support a relatively high worst case recovery for the senior unsecured creditors.

Nevertheless, one should prepare oneself for a quite bumpy rest of the year with some “Praktiker style” attempts t bail in bond holders. All in all I still expect full repayment in MArch 2014 with a high probability. However, because of the problems in the utility sector, the stabilizing effect of the cavern business has weakened significantly and the investment is riskier than before.

For the portfolio, I will hold the bonds for the time being.

DISCLAIMER: As always, DO YOUR OWN RESEARCH !!!! This is by no means an investment recommendation for anyone. Don’t trust anyone with tipps etc.

6 comments

  • Regarding the liquitadion value:
    I am sure you know at which discounts the OIFs are trading?
    Even the “better ones” SEB and CS Euroreal.
    Assume only 15% discount and nothing is left for the unsecureds.
    But there is another insteresting point, neither the convertible nor the hybrid
    has CACs, so you could try to hold out at any “friendly” restructuring offer.
    And I think, at first they will try it with a friendly offer, and it might work, as long as
    hedge funds dont control the bank loans…
    All in all I would pay only slightly more than 50 at the moment.

    • #fjodor,

      i think OIFs are a quite bad comparison because there are a lot of structural differences vs. IVG as a traded stock company.

      My valuation is based on a 7% rental yield which in my opinion for a primarily German portfolio is realistic. But clearly, there is a lot of leverage in the capital structure.

      At 50%, I would be clearly on the buying side.

  • Hedge Fonds are not involved? I would be not 100% sure about…maybe the “other investors” are already such hedge fonds.

    —————-
    Die Gläubiger verlieren aber offenbar zunehmend die Geduld: Finanzkreisen zufolge haben die ersten Banken Teile ihrer Darlehen an Kreditfonds und andere Investoren mit Abschlag weitergereicht.
    ———————-

    http://www.welt.de/finanzen/article114829101/Immobilienkonzern-IVG-steht-Wasser-bis-zum-Hals.html

    Once Mr.Praum from IVG confirmed in writing, that IVG would report any insider trading of Convertible AND Hybrid…so I will carefully watch those reports. If IVG is quite sure to repay 100% it should be free lunch for Insiders. According to the actual report, the last insider trade (convertible) happened some years ago.

    • well, let’s wait and see. Of course if someone like OakTree would be involved, the situation would be quite different.

      I think no one knows for sure yet what happens. The whole process is also “path dependent”. However in the current situation I do not see who will actually profit from an insolvency.

  • hi max,

    so far,the caverns are “unencumbered”. I think you can discuss clearly any assumption I made. For me, the worst case is primarily a default within the next 12 months.

    My valuation is maybe a “realistic” one in this scenario. Of course one could come up with lower values or higher ones. For the fund business, I think the valuation might be not totally unrealistic.

    Clearly,there could be lower outcomes as well.On the other hand, from what I have seen, the German Real Estate market is now turning around in the commercial segment as well. So the total 1.2 bn discount on the real estate (investment property + inventory) could be too conservative.

    mmi

  • Hi,
    I was already waiting for your commentary on IVG :). Do you think your recovery scenario is really a worst case scenario, specifically
    (a) Are you sure that any gains of the cavern business will accrue to the non-secured holders? From the presentation they have 3.9 bn in collateralized debt at LTV of about 71%. This means, all the assets including caverns are used as collateral?
    (b) Isn’t 318m for the fund business rich given that they did 23.7 in EBIT (a >13x EBIT multiple)?
    (c) IVG is burning cash operationally (I’d guess at east 60m next year)?

    So there i my eyes the recovery value for the convert could be quite a bit lower.

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