Onex Corporation

Onex Corporation

ONEX.TO
Onex CorporationCA flagToronto Stock Exchange
112.37
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8.56BMarket Cap

Q2 FY2016 · Earnings Call TranscriptAugust 11, 2016

APIChatGPT

Operator

Welcome to the Onex’s Second Quarter 2016 Conference Call. My name is Shinica and I will be your conference operator today.

During the presentation all participants will be in a listen-only mode. Afterwards, we will conduct a question and answer session.

[Operator Instructions] As a reminder, this conference is being recorded. I would now turn the conference over to Ms.

Emilie Blouin, Director, Investor Relations at Onex. Please go ahead.

Emilie Blouin

Thanks, Shinica. Good morning, everyone and thank you for joining us.

We are broadcasting this call live on our website. With me today, are Bobby Le Blanc, Chris Govan, and a number of our managing directors.

The first quarter MD&A and consolidated financial statements are available on our website and have also been filed on SEDAR. During this quarter, we have provided a supplemental information package on our website.

It includes the How We Are Invested schedule, Schedules of Fees and Expenses and additional information you can find useful. As always, please feel free to retest me with any feedback.

Before we get started, just a reminder that all references to dollar amounts are in U.S. unless otherwise stated.

I must also remind everyone of the usual forward-looking statements disclaimer and need to point out that all information relating to the fair value of our private companies is the view of Onex management. In addition, later in this call, we will reference collateralized loan obligations, or CLO offerings.

We are required to remind you that these offerings are made solely to qualified institutional investors and to certain non-U.S. investors in private transactions not requiring registration under U.S.

securities laws. The securities are not and will not be registered under U.S.

securities laws and cannot be offered or sold in the U.S. without registration or exemption.

With that, I will now turn the call over to Bobby.

Robert Le Blanc

Thanks, Emilie, and good morning, everyone. I’d like to spend some time today discussing our activity in the second quarter and provide some more recent updates.

But first, let’s take a look at what we are seeing in the markets. The volatility in the equity and credit markets over the past year has made for a challenging investment environment.

Globally, the number of leverage buyouts completed in Q2 was down about 30% year-over-year. However, private equity dry powder continues to be high creating a competitive market for all the industry participants.

While the debt levels for buyouts have been relatively consistent this year, valuations have moved about a turn higher in 2016, compared to 2015 implying more equity was needed to fund recent LBO transactions. We are seeing better quality business come to market recently and with lower deal volumes it’s not surprising to see valuations increase for good assets.

The North American credit markets continue to improve as we observed near the end of Q1 and new issuance was fairly active. However, year-to-date, loan and high-yield bond issuance is still down 20% and CLO issuance is 60% lower than last year.

In Europe, the credit markets and LBO activity dropped during the quarter, almost 30% year-over-year and a lead up to the Brexit vote. Post initial shock from the vote, the equity markets have rallied and are back near or above their pre-Brexit levels.

The credit markets also remains strong. Both the Bank of England and the ECB have responded by increasing bond purchases, and lowering interest rates to record lows in an effort to stimulate the economy.

It’s far too early to state with any degree of certainty which sectors and locations will be most affected by Brexit. But in the short to medium-term, we believe it’s unlikely that we will see any real effect on Onex’s ability to invest in the region.

In terms of our existing businesses with operations in the UK, there is potential for a negative effect as a weaker pound translates to fewer dollars. However, we don’t believe this will have a meaningful impact on our portfolio.

Only 3% of aggregate revenues across our 25 operating companies are generated in the UK. For our businesses that do have revenues in sterling, each one is addressing the situation appropriately to mitigate their risk.

Give the market volatility, we’ve had to be patient investors. After almost a year or sorting for opportunities we felt we are too pricey given the prospects for the businesses.

We are quite excited to have recently found three great companies for us to invest nearly $1.6 billion of equity. Let’s start with taking a look at WireCo WorldGroup, one of the largest global manufacturers of mission-critical steel wire and synthetic rope, specialty wire and engineered products.

They are used in a wide range of industrial, energy, and commercial end-markets primarily in the Americas, and Europe. When the existing owner has launched a process seeking a partner with experience in the industrial end-markets to help delever their balance sheet, we knew this was a great opportunity for us.

We had followed WireCo for a number of years as part of our industrial sourcing efforts. So we knew the business and management well before it came to market.

Our investment thesis for WireCo has all of our user remarkers. It’s a high quality business with an opportunity to achieve productivity-related cost savings and to grow through accretive add-on acquisitions.

In addition to these controllable levers, WireCo should also benefit from any increase in the US oil and gas drilling activity, which has fallen rapidly over the past two years and is an end-market that currently represents approximately 10% of the company sales. While we never solely base our investment decisions on macroeconomic trends, investing near a cyclical low can certainly help improve our returns.

A great example of this is our investment in JELD-WEN a window and door manufacturer, which we acquired in 2011 when housing starts were at an all-time low. Our second recent investment is Intellectual Property & Science or IP&S, which is a carve out from Thomson Reuters.

IP&S owns a collection of leading subscription-based businesses that provide a diverse customer base with access to scientific literature, patent, trademark, pharmaceuticals and other curated content. We partnered with Baring Private Equity Asia, given a big part of the future growth opportunity for the company is in Asia.

We like this business for several reasons. It has a diversified portfolio of well-positioned database and service assets that are entrenching their customer workflows and day-to-day activities.

It has non-cyclical revenue base mostly on subscriptions with over 90% renewal rates. The business has solid cash flow and operating margins and in terms of value creation, our three main theses is coming to play here.

We believe there is significant opportunity to enhance the company’s operations and reduce costs. There is growth potential through select add-on acquisitions.

And as I noted, it’s a carve out from a multinational organization. IP&S has all the attributes we look for in a carve out transaction and our experience executing these complex acquisitions of non-core divisions benefits us in a competitive process.

Moving on to our most recently announced acquisition, Tecta is the largest provider of commercial roofing services in the U.S. offering installation, replacement, and repair services.

Having previously looked at the business, we were well positioned when the opportunity came back to market. We believe our strong relationship with management and our likeminded investment thesis ultimately help our offer to prevail.

Tecta is an industry-leader with an experienced management team, strong free cash flow, and diversity by site, customer, and supplier. It presents a number of attractive organic and acquisition growth opportunities.

The U.S. commercial roofing industry is a highly fragmented market that has significant room for consolidation.

On a combined basis, the 15 largest companies make up less than 13% of the market, of which Tecta accounts for approximately 3%. We expect this to be our final investment in ONCAP three and are now in a position to raise ONCAP four.

These three investments are the result of Onex building industry expertise and specific verticals. In this case, industrials, business services, and building products.

Our team has spent years researching and conducting diligence in various sectors of the global economy, which has allowed us to be well prepared when good opportunities come to market. IP&S also presents an opportunity for co-invest.

One of our favorite ways to deploy capital outside of platform investments. Onex’s cash balance will be reduced by at least $500 million through these three transactions including the co-invest related to IP&S.

At Onex Credit, we spoke with you last quarter about CLO-11, which closed in May and the launch of our new direct lending platform. Since quarter end, we established a warehouse facility in anticipation of our 12th CLO.

We also saw positive mark-to-market results this quarter from our CLO platform which Chris will touch on shortly. As most of you know, our distinctive ownership culture requires Onex management to have a significant stake in Onex shares and to make meaningful personal investments in everything we do.

Today, our team has $1.7 billion invested in our shares, operating companies and credit platform and that’s before the substantial new investments the team will make in WireCo, IP&S and Tecta. This financial alignment is critical to our culture and overall success.

We all share in the risk and rewards of everything we own. With that, I’ll now turn the call over to Chris.

Chris Govan

Thanks Bobby. Good morning everyone.

I’ll spend my time this morning looking at the change in Onex’s net asset value per share and I’ll do that by first focusing on Onex’s return on invested capital and then separately at the contribution made by Onex’s asset management platform. Those of you who attended our Investor Day in June should recognize this slide.

It illustrates how we expect to meet our long-term target of 15% annual growth in capital for share. To do that, we need to be about 75% invested, generate blended returns from private equity and credit in the high teens and benefit from the operating leverage that our asset management platforms provide.

Let’s first look at our mix of assets. In the short run, we expect changes in our asset mix to be driven by Onex’s net investment activity, both in private equity and credit, and our stock buyback program.

And this was the case in Q2. In terms of net investment activity, Q2 saw a complete sale of KraussMaffei converting a $184 million of private equity value into cash for Onex.

Offsetting this addition to cash with $41 million that we effectively put to work by buying back our stock. The net impact increased cash from 34% to 36% of NAV over the course of the quarter.

However, our most significant recent development have yet to impact our asset allocation, the announced acquisitions of WireCo, IP&S and Tecta. Not only will these investments draw down around 15% of OP IV’s commitment and close out ONCAP III, but as Bobby mentioned, the size of IP&S means Onex will have the opportunity to invest additional capital as a co-investor.

If you pro forma the quarter end numbers for these three transactions, cash as a percentage of NAV falls to 27% bringing Onex to 73% invested essentially, in line with our goal. Of course, other transactions will no doubt impact our asset allocation between now and the end of the year, but we are very happy to have created three new opportunities to get Onex capital to work.

While it is very important for us to manage our capital base and get Onex’s cash invested, it’s obviously just as important to ensure that the investments we make generates attractive risk-adjusted returns over time. So let’s look at the performance of our investments in Q2 by reviewing the quarter-over-quarter changes in the How We Are Invested schedule.

Looking at this schedule, you will note that the quarter end investment in Onex Partners private companies was $197 million lower than at the end of Q1. This was primarily the result of the KraussMaffei sale that moved $184 million from PE to cash.

Adjusting for all capital flows, the OP private company investments grew slightly reflecting a 1% quarterly return. Our credit investing generated a net return of $58 million in the quarter including $53 million of mark-to-market gains on our CLO investments.

These gains were driven by the continued recovery in the leverage loan market. Despite this meaningful rebound in Q2, our quarter-end CLO marks still reflect $80 million of unrealized losses from prior quarters.

The ultimate returns from our CLO investments will depend on the rate and severity of defaults in the underlying portfolio of loans and we remain confident that the balance of these mark-to-market losses will reverse as the CLOs mature. However, as Seth explained at Investor Day, our CLO platform is a cash flow business and we continue to be pleased with the performance in this respect.

Onex received distributions from its existing CLOs of $15 million in the quarter bringing aggregate distribution to $64 million in the last 12 months. On a cash basis, that’s about a 20% current return on our investments of about $300 million in cost.

Looking at the schedule as a whole, our hard NAV per share at quarter end was $55.76, up $0.30 from Q1. Now reviewing quarterly performance is part of life as a public company.

However detailing the quarterly returns from our investments actually feels a little unnatural. We invest in illiquid assets and are focused on long-term goals and results.

So if you look at the last five calendar years, our private equity returns have averaged 16%, short of the 20% returns that underpin our long-term NAV goal. However, mark-to-market returns from PE investing are never going to be a smooth upwards sloping line.

We expect there to be stretches where we exceed our target and stretches where we are below our target. So we are going to continue to work with the management team that our 20 plus businesses to implement our investment thesis and build long-term value in our portfolio.

If we execute successfully, we expect attractive long-term returns will follow. My comments so far have exclusively focused on the $6 billion of capital that we invest on behalf of shareholders.

But our shareholders also benefit from the $17 billion Onex manages on behalf of its Fund investors. The last piece of our shareholder value model is operating leverage, the positive contribution we expect from managing this third-party capital.

The schedule of Fees and Expenses details the revenue and expense items for Onex and its asset management platform. The version in this webcast does not include CLO and treasury income.

So we can focus on the contribution from Onex’s asset management activities. Overall, our PE asset management platform contributed $14 million during the LTM period ending June 30.

This includes $13 million of carried interest, principally from the sale of KraussMaffei. As a reminder, we include carried interest in the schedule on a realized basis, so the amounts reported here will always be lumpy.

On a mark-to-market basis, $34 million of carried interest was generated during the June 30 LTM period. Stepping back, you’ll see there is a total contribution from Onex and its asset management platform in the LTM period was essentially breakeven.

However, this was during a period of relatively low carried realization and does not include any fees or carry on the four plus billion of PE capital managed on behalf of Onex shareholders. Positive operating leverage that enhances Onex’s shareholder return is rooted in our fee generating assets under management.

As you know, our long-term goal is to grow fee generating AUM by 10% per year. Over the last five years, fee generating AUM has grown from $7.9 billion to $14.9 billion, a 13% CAGR.

Growth in private equity AUM will follow a step function. Between Onex Partners and ONCAP, we expect to be raising a new Fund about every two to three years with PE AUM like to be falling slowly in the interim as investments in earlier funds are realized.

However, growth in AUM at Onex Credit should be more consistent as has been the case for the last handful of years. The growth at credit has more than offset the short-term decline in PE AUMs.

Credit fee generating AUM has grown from $4 billion to $6.2 billion in the last two years, a 57% increase. So Onex shareholder value is driven by our asset mix, investment returns and operating leverage.

Over the past five years, our NAV per share is compounded at 9%. In US dollars, our share price is compounded at 10% over the same period, essentially mirroring the growth in NAV.

As we reach our goals over the long-term, we believe Onex’s share should reflect both the growth and the value of our investments and the growing contribution from managing fund investor capital. That completes my comments and we now be happy to take any questions.

Operator

[Operator Instructions] Your first question is from the line of Geoff Kwan with RBC Capital Markets.

Geoffrey Kwan

Hi, good morning. I just had one question for you and I know, you talked earlier about Brexit and maybe it’s a little bit too early to say, I am just kind of curious you can maybe expand on that a little bit is, just what you’ve seen so far in the past, I guess, month-and-a-half since the vote.

Has there been kind of changes in terms of, like deals that you’ve seen are new deals kind of coming to markets and just, also from your own perspective, how you guys have thought about the indications so far, how that may change or not change, how you think about, how you go about bidding on potential deals in, kind of, in Europe and in the UK specifically?

Robert Le Blanc

Sure, I’ll ask Nigel or Tony or David to chime in, but I think the deal activity after the first few weeks became quite normal again and everywhere other than FIG where there were a couple of assets that were on the market that may have been pulled as a result of the regulatory changes there. But that was over there a few weeks ago, it seemed to be quite normal, the activity, but Nigel or Tony or David, if you want to add anything to that?

Nigel Wright

Yes, I agree with it, it’s Nigel, I agree with it Bobby. I might say that activity, one of the reasons activity was lower in the first half is people were holding back transactions in anticipation of the vote.

So, we sort of expect, I think, more deal flow and opportunities in Q4 of this year, Q1 of next year. In too much of implications on the sectors and how we might address that, I think it really is, as Bobby said, too early to say, in terms of the negotiated outcome of what comes next internal regulatory reactions in the UK, all of this is very unknowable right now.

So it’s a very, very company-specific analysis that we undertake when we look at companies in this new environment.

Geoffrey Kwan

But it’s kind of fair to say is, for whatever you are looking at, where there maybe some components that other is a UK aspect to a potential company that you are looking at or something that maybe have implications or fall out from the Brexit vote. I mean, I would assume that you are clearly making some sort of adjustment for that or how you think about evaluating that type of transaction?

Nigel Wright

It’s – the answer is yes, it’s part of our analysis including on the effects really.

Geoffrey Kwan

Okay, thank you.

Robert Le Blanc

Thanks, Geoffrey.

Operator

[Operator Instructions] And that concludes our question and answer session. I will now turn the conference back to Bobby Le Blanc.