K+S
Group, Kassel, announced on Oct 5 that it had signed a contract to sell its
Americas salt business to Stone Canyon Industries Holdings LLC (SCIH), Mark
Demetree, and affiliates. K+S said the sales price (enterprise value) amounts
to $3.2 billion and represents 12.5 times the Americas Operating Unit’s 2019
EBITDA of $257 million. The $3.2 billion price tag is understood to include
debt.
The
Americas salt assets initially had been expected to fetch just over $2 billion,
but according to a Bloomberg report
citing people familiar with the matter, SCIH and its affiliates had been able
to “far outbid” other suitors.
SCIH
owns Overland Park, Kansas-headquartered ice melt manufacturer and salt
supplier Kissner Group Holdings LP, which it acquired this past April in a $2
billion buy-out deal. Demetree is the Executive Chairman and CEO of Kissner
Group Holdings.
SCIH
issued its own announcement of the agreement with K+S, indicating that Kissner
Group Holdings was also “a minority owner” signee to the deal.
K+S
early on Oct. 5 had confirmed it was in “very advanced” negotiations with SCIH.
Stone Canyon, headquartered in Los Angeles, describes itself as “an industrial
holding company designed to buy, build, and hold for the long term, with a
strategy focused on acquiring and operating market leading companies.”
In
early August, it had been reported that the SCIH group was partnering with U.S.
investment firm Meritage Group LP in a bid to acquire the K+S Americas salt
business (GM Aug. 7, p. 37). But in
its Oct. 5 release announcing the agreement with K+S, SCIH said it was advised
by Morgan Stanley and Gibson, Dunn & Crutcher LLP. Debt financing and
structuring assistance was provided by Greenwich, Conn.-headquartered Eldridge.
Other
suitors for the K+S Americas salt assets included private equity firms Advent
International, American Securities, and Cerberus Capital Management, which were
reported to have also got through to the second bidding round, (GM Aug. 7, p. 37; July 17, p. 30). Bloomberg, citing the people familiar
with the matter, said Koch Industries also had been a potential bidder for the salt
assets. However, K+S, until this week, had declined to comment on the
identities of bidders.
The Americas Operating Unit mainly comprises Morton Salt (USA), acquired by K+S in 2009 for $1.675 billion (GM April 6, 2009), and K+S Windsor Salt (Canada), also acquired in 2009. The unit also comprises K+S Chile, formerly known as the Chilean Company SPL, acquired by K+S in 2006.
The
closing of the transaction of the Americas Operating Unit sale is expected to
occur in summer 2021, subject to customary closing conditions, including
approvals from regulatory authorities. K+S said the purchase price will be paid
in cash at that time. According to the sources cited by Bloomberg, to address concerns about a drawn-out antitrust review
and deal completion, K+S and Kissner have discussed financing structures that
would give K+S access to funds ahead of debt maturities in May 2021
“With
the sale of the Americas salt business, we are taking a giant step in reducing
debt,” said K+S Chairman of the Board of Executive Directors Burkhard Lohr. “We
are thus creating a solid financial basis for the sustainable development of
the company.”
The sale of the Americas operating unit forms the cornerstone of K+S debt-reduction efforts. The company announced in December last year the implementation of a package of measures adopted in response “to the difficult external environment” in order to strengthen the financial basis of the company and to reduce debt by significantly more than €2 billion by the end of 2021 (GM Dec. 13, 2019). In March, the company announced it was putting its Americas Operating Unit on the sale block, and believed the sale of the unit would provide the company “with the greatest potential” for reducing debt by the end of 2021 (GM March 13, p. 1).
Back in December, K+S also said it was mulling a sale of a minority stake in its Bethune potash mining operations in Saskatchewan as part of its potential assets sales. But the company subsequently emphasized that Bethune Potash was off the table as far as any potential divestment was concerned, and in June, Lohr told shareholders at the company’s virtually-held AGM that the Bethune plant “is and will continue to be an indispensable component of the future of K+S” (GM June 12, p. 1).
K+S’
net financial liabilities stood at €3.1 billion as of the end of 2019, with net
financial liabilities/EBITDA standing at 4.9x, and on June 30, 2020, these were
€3 billion and 5.6x, respectively (GM Sept
25, p. 28)
The
sale of the Americas operating unit is being accompanied by the reorganization
of the remaining administrative functions in Germany. K+S has already announced
the merger of the Europe+ Operating Unit and the K+S holding entity. The budget
for the administrative functions of the future functional organizational
structure will be reduced by 30 percent, for a total of €60 million per year.
K+S expects this restructure of the administrative functions to be completed by
the end of this year.
This week, the company reiterated that it aims to generate a positive cash flow at all its German production sites “even with a low global price level for potash,” as well as “weak demand for de-icing salt as a result of weather conditions.” It also told investor conference participants last month that the ramp-up of production capability at its Bethune potash operation to 2.86 million mt/y in the mid-2020s is expected to “significantly improve” K+S’ competitive position. It expects 2020 production to be close to 2 million mt/y, up from 1.6 million mt/y last year
K+S
last month confirmed a full-year 2020 EBITDA guidance before one-off
restructuring expenses at about €520 million, or, including the SG&A
restructuring costs, a full-year EBITDA of about $480 million. Full-year 2019
EBITDA came in at €640 million.
The
effects from the intended sale of the Americas operating unit have not been
included in the full-year guidance, as K+S has said previously the completion
of the transaction and a payment of the purchase price is not expected before
2021.
However, Warburg analyst Oliver Schwarz was cited in a Bloomberg report as warning in a note to clients that despite the deal’s $3.2 billion value being “a positive surprise,” it gives rise to “new challenges.”
Without the operations to be sold, K+S’ full-year 2019 EBITDA falls to €410 million from €640 million, Schwarz wrote, noting that the company’s net debt to EBITDA falls by just over one-third despite the overall 60 percent debt reduction achieved through the sale.
The analyst, according to the report, believes K+S earnings are likely to become more volatile as the Americas operations’ profitability has been less volatile than Europe due to the different dynamics of the salt and potash markets.
“In the
end, K+S will be even more dependent than before on rising potash prices to
successfully deleverage the company,” said Schwarz.