Innovative Preisgestaltung beim syndizierten Kredit

Transcription

1 Innovative Preisgestaltung beim syndizierten Kredit Structured FINANCE Deutschland Karlsruhe, 27 Oktober 2010 Dr Dirk Kirsten, Chief Financial Officer, Nobel Biocare Holding AG

2 Content Introduction Nobel Biocare Execution of syndicated Facility through 2008/2009 Lessons learned - conclusions 2

3 Content Introduction Nobel Biocare Execution of syndicated Facility through 2008/2009 Lessons learned - conclusions 3

4 Nobel Biocare the partner of choice in dentistry Our Mission: Be the most desirable partner in science-based solutions that help dental professionals to make a real and lasting difference to the well-being of their patients; empowering them to lead healthier and more satisfying lives. Standardized Global leader in implant solutions for all indications and professional levels NobelProcera Individual implant and tooth based prosthetic solutions NobelGuide Digital treatment planning software and surgical templates 4

5 NobelBiocare A global leader in implant dentistry with an addressable market > 5 bn 2009 Implant dentistry Total Market Size C&B all Ceramic CAD/CAM Total Market Size C&B PFM, CoCr, Titanium Total Market Size 22% ~8% <1% 2.2bn ~ 1bn ~ 2bn NobelBiocare # 1 Straumann (~18%), Biomet/3i (~10%), Astra Tech (~7%), Dentsply (~5%) NobelBiocare # 1 Other players: 3M Espe, Sirona, Dentsply, Etkon # 1 Casted solutions (labs), Larger players: Dentsply, 3M Espe, Glidewell, Ivoclar, Based on 2009 excluding equipment Source: NobelBiocare proprietary research, idata 5

6 Building on three revolutionary innovations 1983 CAD-CAM Prosthetics Procera - the first CAD-CAM based individual prosthetics Per-Ingvar Brånemark 1952 Dental implants Discovery of osseointegration of titanium First implant placed Guided Surgery Introduction of the first guided surgery system NobelGuide 6

7 A global leader in most established markets Revenues full year 2009 (EUR, % of total revenues) North America 34% Latam/RoW 2% 196.1m 10.2m 261.1m 114.0m APAC 19% EMEA 45% Revenues 581.4m Present in more than 70 countries Global # 1 and leading position in key markets* # 1 in North America # 1 in APAC # 1 in EE incl. Russia # 1 in Japan, France, Spain, Benellux, # 2 overall in Europe due to gap in Germany - offers opportunity Gross Profit** 468.8m, margin 80.6% EBIT** 141.6; margin 24.4% * Based on value ** excl. restructuring charges 7

8 Lead in innovation through advanced solutions and treatment concepts Examples Innovative science-based solutions and products NobelActive - Fastest growing implant in the world THE implant for esthetic zone Bone condensing less bone grafting Full portfolio of individualized and standard prosthetics Clinically proven treatment concepts E.g. All-on-4 - cost and time effective treatment Innovative clinical procedures, minimal invasive Cost efficient for the clinician and the patient Digital solutions for higher precision and efficiency NobelClinician diagnostic and treatment planning tool Supports minimally invasive treatments Digital platform for interdisciplinary collaboration 8

9 NobelBiocare key innovator, but competition trying to replicate our vision (examples) 1983 Launch of Procera 2009 Launch of NobelProcera New scanner, software, material and product versatility CAD-CAM Based Prosthetics 2007 Straumann acquires Etkon 2007 Astra acquires Atlantis 2009 Dentsply acquires ES tooling 2010 Straumann introduces new scanner with material & product versatility Digital Dentistry 2005 Launch of NobelGuide 2008 NB acquires Medicim and announces Digital Dentistry strategy and BU 2006 Dentsply acquires minority interest Materialize 2006 Astra launches Facilitate 2009 Straumann acquires IVS 2009 Straumann creates Digital dentistry BU 9

10 Content Introduction Nobel Biocare Execution of syndicated Facility through 2008/2009 Lessons learned - conclusions 10

11 Historical balance sheet development pre syndicated facility Traditionally Nobel Biocare did not have any significant (net) leverage Strong cash and cash flow position Financing needs (if any) were covered from original house banks in Sweden At the end of 2007, a convertible to build up a structural leverage had been executed Use of proceeds: repurchase of own shares Unfortunately, share price went down afterwards about 70% Remaining cash was used to build-up financial portfolio (bank bonds & shares) Unfortunately, this portfolio suffered tremendous write-offs during financial crisis In 2008, Nobel Biocare made first acquisition of bigger size Bridge financing through bilateral loans from house banks 11

12 Why syndicated facility? No obvious use of proceeds, however: Syndicated Facility to provide strategic flexibility for Nobel Biocare Group Several smaller add-on acquisitions possible Syndicated Facility to re-finance existing (drawn) bilateral debt Simplification of structure Working capital & capex back-up Syndicated Facility NOT to be drawn for increased shareholder returns Opposite: dividend to be reduced in 2009, to compensate recent acquisitions of Alpha Biotech and Biocad Syndicated Facility is considered as should-have in context with scheduled rating process Refinancing of outstanding convertible 12

13 Difficult starting position for bank negotiations Share price performance vs. SMI from 2005 Share price performance vs. SMI from July Jan/05 Jul/05 Jan/06 Jul/06 Jan/07 Jul/07 Jan/08 Jul/08 - Jun/07 Aug/07 Oct/07 Dec/07 Feb/08 Apr/08 Jun/08 Aug/08 Oct/08 Nobel Biocare SMI (rebased) Nobel Biocare SMI (rebased) 13

14 At the start of the facility negotiations, Nobel Biocare was in the middle of complete restructuring 14

15 Committed financing to stabilised the situation We should consider committed financing Effective Start date new CFO First bank talks re Syndicate Facility: 1000m 5 yrs? ~100 days at NB -35% Jan Jan-08 8-Feb Feb-08 7-Mar Mar-08 4-Apr Apr-08 2-May May May Jun Jun-08 Nobel Biocare Share Price 15

16 Credit markets getting worst after initiating the project First bank talks re Syndicate Facility: Starting broader discussions with more banks Jan Feb Mar Apr May Jun Jul Aug Sep-08 All Corporates Bonds Spreads (bps) 16

17 Banks advise: it s getting better 17

18 Signing reached Mgmt Presentation Signing Jan Feb Mar Apr May Jun Jul Aug Sep Oct Nov Dec Jan Feb Mar-09 Nobel Biocare Share Price 18

19 ... At the peak?! Signing Jan Mar May Jul Sep Nov Jan Mar May Jul Sep-09 All Corporates Bonds Spreads (bps) 19

20 Need for innovative pricing Pricing within worst market environment ever seen before! Refinancing costs of some of the syndicate banks were 10-20x higher than at beginning of project Within a normal pricing structure, some banks would not have been able to close transaction Unpredictable refinancing situation going forward Nobel Biocare had high interest to close the transaction as well, even if pricing was not too favourable Signal of stability strategically important Cleaning up own balance sheet So, a innovative pricing structure needed to be found Reflecting a compromise, which could be excused by the specific market conditions To allow closing the deal (also important for relationship banking) 20

21 Key terms & conditions (I) Company Nobel Biocare Holding AG Borrowers Nobel Biocare Holding AG and Nobel Biocare Finance AG, Switzerland Initial Guarantors Nobel Biocare Holding AG Nobel Biocare Finance AG Nobel Biocare Services AG (Guarantor Coverage Test: min 75% EBT tested as of 30/06/2010 and 31/12/2010 and General Undertaking that Principal Structure has to be implemented by 31/12/2009) Facility Type Back-Stop Revolving Credit Facility Facility Amount ~EUR 300,000,000 Final Maturity 3 years from the Signing Date Purpose General corporate purposes (including the refinancing of existing bilateral credit lines) and to finance future acquisitions 21

22 Key terms & conditions (II) Margin / Margin Grid Initially: 1.40% p.a. (assuming an inital Leverage Ratio of not more than 0.50x) Margin Grid: linked to Nobel Biocare s Leverage Ratio Ratio Margin p.a. >2.00x 2.00% >1.25x and 2.00x 1.80% >0.50x and 1.25x 1.60% 0.50x 1.40% Additional Funding Rate 3-year CDS basket of participating Lenders for drawn amounts Commitment Fee 40% of the applicable Margin Arrangement Fee 50 bps for each MLA in respect of its commitment Financial Covenant Leverage Ratio (Net Debt / EBITDA) not to exceed 2.5x on any quarter date Documentation To be substantially based on LMA standard documentation for investment grade borrowers 22

23 Bank refinancing costs as a variable price element of the sydicate margin pricing NB specific credit spread Margin Basket of refinancing costs of lending banks: Bank refinancing costs EURIBOR weigthed average of the CDS* rate spreads for each lender based on their commitments on such spread day, Where cds rate spreads are not available, itrax senior financials is applied Interest rate market level *CDS Rate, 3ytr cds, source: market ticker, capped 23

24 Content Introduction Nobel Biocare Execution of syndicated Facility through 2008/2009 Lessons learned - conclusions 24

25 Conclusions & lessons learned The deal was only possible because it was a relationship deal Banking insecurity about markets and their own refinancing ability or even existence Specific uncertainty situation of Nobel Biocare at that point of time The deal was only possible as it had been prepared before the peak of the crisis Momentum building with banks BEFORE official project launch In depth due diligence allowed The deal was perceived as innovative from Nobel Biocare side, but actually was also a break-through for the banks Demonstrating their ability to close a transaction even in the worst environment The transaction was a real win-win situation for both sides, based on professional preparation, strong relationship management and flexibility from both sides to find a pragmatic approach to make the transaction happen 25