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Altice France: Screens Painted Red by SFR

By March 22, 2024No Comments

Executive Summary

  • Never much trusted by the HY market, Patrick Drahi’s Altice team plumbed new depths in laying out the bones of a coercive plot for creditor burden-sharing. Threatening creditors with the prospect of a protracted deleveraging journey and asset depletion, unrestricted assets were dangled as a carrot only in the event creditors get onside with the new Drahi world order.
  • Needless to say, little mention was made of what the Drahi side of the bargain might be in terms of equity give-up or new money contribution. Drahi has on his side the huge debt stack that limits flexibility (a potential double-edged sword), the control afforded to an incumbent management and shareholder, porous docs, and bargaining chips held as unrestricted assets (notably XpFibre). Whether he has gone out hard as a negotiating tactic and intends to later be more conciliatory remains to be seen.
  • He has already burnt bridges with the market given the losses his opening salvo have inflicted on creditors and he is sure to meet significant opposition unless he dials back his attack. Here in we lay out the state of play.
  • SFR’s 4Q23 results themselves were somewhat reassuring at face value versus the declines experienced in prior quarters, however this was largely the result of one-off impacts rather than a turnaround in underlying performance. Improvement results from SFR’s fixed segment (towards stabilisation) were offset by disappointing mobile trends as the Group battles customer losses.
  • Pro forma net leverage on an LTM basis ticked up to 6.4x at 4Q23. This accounts for the deferred consideration for Coriolis, private placement issuance in Dec-23, repurchases of the ’25 SSNs and deconsolidation of the data centres and Altice Media (though cash proceeds from these are not retained on balance sheet due to their designations as unrestricted subsidiaries).

Relative Value

In common with much of the rest of the market, we have been wrong-footed in our long-standing call that things were on the turn at SFR. Given the monumental bait and switch and the consequent extent of yesterday’s sell-off where a lot of downside has already been taken (Euro bonds were down ~5-12 points at the secured level and 15-22 points for the seniors), we think creditors should sit-tight ahead of further analysis and potential organizing. Investors’ appetite for a fight will be a key determinant of their best next step.

  • For the record, we have no problem with slow deleveraging and SFR being run for cash to the best interests of creditors.
  • For loan-to-own investors, we think there is a decent case to make that the value breaks in the SNs (Altice France Holding SA). Peers trade in a relatively wide range (4.5 – 7.5x), with 5.5x a reasonable baseline (vs. 5.2x net leverage through the SSNs and 6.2x overall) with scope for growth in that valuation in the 2-3 year time frame.
  • However, for those not seeking a loan-to-own play, we would caution that at this juncture coverage on the SNs looks poor. In order to achieve their deleveraging goals, Altice will likely need to impose a very substantial haircut on SN holders, and without a claim on assets that Altice has flagged it is willing to strip (notably XpFiber), a ~5.5x multiple implies only a ~25% recovery on the SNs. For those already long, we would Hold ahead of further analysis; we would be very reticent to add at these levels.
  • In the low-to mid-70s, the SSNs look fair, with upside if they were to fall below 70 (currently marked in the 72-76 range as per Bloomberg marks). We keep our Hold on these notes.

Altice France took the opportunity of the 4Q23 call to burn his bridges with the bond market. Over the past six months, Altice had presented a patient face, touting a turn of inorganic debt reduction, with Drahi implying a split between assets sales/equity contributions (3/4 turn) and capturing a discount on the debt (1/4 turn). That has now gone out the window and instead a more radical plan was mooted, with bully boy tactics now seemingly to be deployed to boss the market into doing Drahi’s bidding. The new plan has shifted to a greater degree of deleveraging, >2x of debt reduction, but now with creditors to shoulder the majority of the burden. Talk of equity contributions (like Drahi himself) was conspicuous by its absence.

How real this plan is and how advanced in execution is an open question. No advisors have been appointed that we are aware of and investors, and we, were taken completely by surprise. Drahi has thrown a grenade into his investor relations strategy. How things progress from here is a decision tree too complex for one note, but suffice it to say, that we think that Drahi may have overplayed his hand.

Keeping its options open, Altice dressed this up as the market participating in making the capital structure sustainable and as in response to changes in the landscape (higher rates, tough competition, inflation, lower construction revenue, etc.). However, we view the move as highly disreputable. And more about fueling Drahi’s empire building and control than a compromise evolved to meet the best interests of bondholders.

At this stage, there are many unknowns, but our initial take is:

  1. Creditors have a strong case to organize and push back. Firstly, we believe the underlying asset value is material – arguably breaking in the Altice France Holding Senior notes, even without XpFibre – both in its own right and in the eyes of a potential strategic buyer. While very porous docs mean asset stripping is a risk, we expect there are a good number of potential creditors willing to take the keys from Drahi. Secondly, given the size of the structure (including >€4bn of the Altice France Holding SNs, the junior layer in the structure), we think playing creditor classes off against each other will be highly challenging and is much less feasible than in some of the smaller (vis-à-vis SFRFP) restructurings we have seen in Europe. Thirdly, we expect Drahi sees significant value in owning the group as a whole over the longer term (rather than simply stripping the assets). We also question whether he expects to be able to access the bond markets (across his silos) on a regular basis. While Drahi has floated a coup against his creditors, how far he will take it in reality remains to be seen.
  2. The significant debt reduction needed to hit <4.0x leverage implies a highly coercive approach to Altice France Holding creditors. Unless Altice contributes substantial proceeds from XpFibre or an equity injection – options that look unlikely to us at this stage – the implied hit to creditors is in the €6.5 – €8.5 bn range. Such a hit will be difficult to achieve with carrot alone. We expect a highly distressed exchange offer is likely to be plan A. We think creditors taking exposure here that are open to a loan-to-own strategy and equipped to fight for at least some equity, could come off well – but it looks a long shot at this stage. While asset value is decent in our view, documentation is weak.
  3. A more conciliatory approach to the senior secured lenders could prove more palatable work. Assuming a substantial hit to Altice France Holding creditors, Altice could potentially hit its deleveraging target with a 15-30% haircut for Senior Secured creditors. We think this could potentially be achieved through a combination of a below par tender (perhaps initially in a 70-80 range) to flush out holders desperate to de-risk and/or some form of up-tiering (such as granting security at XpFibre or at the SFR network assets). Holland & Barrett provides a potential precedent, whereby investors (including loan-holders) were more than happy to cut their losses when presented with an opportunity to do so although asset quality is much higher in Altice than it was at H&B. So arguably there is more to fight over.
  4. Altice may well prefer an informal process. While recent French restructurings have proven much less creditor friendly than had been expected to be the case prior to Orpea, we expect the size of the structure, the caliber of investors likely to be involved and the underlying value of the assets mean that Drahi would be wary of risking losing in a formal process.

Altice emphatically threw down the gauntlet to creditors on their 4Q23 call, shifting the responsibility for right sizing the capital structure away from the company and its shareholder onto creditors. The tone could hardly be more different from the days of Patrick Drahi (on this occasion highly conspicuous by his absence) joining the call to promise to do whatever it takes to support the structure. In a dramatic about-face (even from the Altice International call last week), Altice now contend that they see SFR as sustainable only below 4.0x net leverage. As such, they have designated recent asset sales (data centers and Altice media thus far) as unrestricted subsidiaries and will only contribute these proceeds into the restricted group on the basis that Day-One net leverage is below 4x.

Based on the mid-point of 2024 EBITDA guidance (i.e. 7.5% YoY decline), reducing leverage to <4x implies the need for €10.4 bn of debt reduction (using LTM EBITDA; €9.9 bn based on L2QA EBITDA, Altice’s typically preferred measure). Based on recent asset sale proceeds of €2.1 bn (to be injected only in conjunction with burden sharing by creditors), €10.4 bn of debt reduction would imply a 1/3 haircut across the debt stack.

There are many possible permutations at this juncture, and we would caution against overplaying the likelihood of any particular scenario. However, in an effort to provide some context/food for thought we lay out some of the key variables in the table below. Please note, this table is not intended to be a recovery analysis, but rather than illustration of the maths that could be needed to hit Altice’s goal of bringing net leverage below 4.0x.

Altice’s guidance for mid to high single digit EBITDA decline in 2024 clearly raises the bar for how much debt reduction is needed to bring net leverage below 4.0x; we show ranges between -3% and -10%. Altice has ~€2.1 bn in proceeds pending from its sale of data centers and media assets; we see a future ~0.8 bn that could come from its ~50% stakes in La Poste Mobile and its 3000 tower JV with Bouygues – assets we expect Altice view as non-strategic. Finally, Altice’s 50% stake in XpFibre we estimate to be worth ~€2.0 – €4.0 bn (based on assumption of €2.5 bn of net debt at the JV level), with a base case of ~€3.5 bn.

In the middle of the table we illustrate a basic coverage level for the bonds assuming the credit played out along the lines of a straight forward waterfall – treating the SSNs and the bank loans as pari passu and assuming the SNs take the first hit.

At the bottom of the table we lay out two hypothetical scenarios for SSN holders. In Scenario 1 we assume a 90% haircut to the SNs (e.g. through a highly coercive distressed exchange) and a 10% haircut to the bank debt (e.g. through a voluntary below par tender offer). In Scenario 2 we assume a less severe 60% haircut for the SNs (e.g. through an exchange offer) and no hit to loan holders.

As mentioned above, we think it is highly premature to suggest a specific path for Altice at this juncture. However, for illustrative purposes, we think Altice could be solving for ~5% EBITDA decline (we think they are sandbagging guidance) and a deal that does not see them contribute XpFibre (at least in the first instance) – simply leaving it as an unconsolidated subsidiary. Such a scenario likely implies a very significant hit to the (Altice France Holding) Senior Notes, as without a very large haircut, we expect it will be challenging to wring sufficient debt reduction out of secured lenders.

Key Questions/Considerations

Calling Drahi’s Bluff

While SFRFP is clearly in a precarious position at its current leverage and without meaningful FCF, we view the long term trend for the industry (and for French telcos in particular) as highly favorable. Stripping the assets, most importantly XpFibre, has the potential to significantly diminish the value of the company. Nonetheless, even without XpFibre, we view Altice France’s underlying value – as the second largest telco in the second largest telecoms market in the EU, and, in our view, one of the most structurally attractive telecoms markets in Europe – as in excess of (at least) its Secured debt.

At the same time, given the sheer size of the capital structure, we expect there to be sizable creditors willing and able to push back aggressively. Arguably Drahi’s desire/need to access the high yield bond market in the future across his credit pools, may also create an incentive for Altice to pursue a somewhat less egregious course of action to that implied at face value by today’s call.

Where to for XpFibre

A bullish view on the prospects for XpFibre to provide a bedrock of FCF for Altice France has underpinned our constructive long-term view on the credit. Because we had (erroneously) viewed Drahi’s incentives as aligned with creditors in the near-to medium-term, we had expected XpFibre to be consolidated at the end of 2024/early 2025. Given Altice’s aggressive pivot and references to XpFibre on the call it is clear that this asset is in play.

Our base case is that Altice will not look to sell XpFibre immediately, but rather hold the asset back until there is a better read on the path of burden sharing by creditors. XpFibre might then be used as a carrot (e.g. in an exchange offer to senior secured lenders – giving them an opportunity to exchange into XpFibre debt) in negotiations if creditors push back aggressively. Alternatively, if Drahi’s stick alone proves sufficiently large to achieve the targeted debt reduction, we would not be surprised to see XpFibre hived off to shareholders over the intermediate term. We note the limitation on the use of asset sale proceeds from XpFibre (either a sale or distributions from XpFibre) disclosed with the early 2023 loan A&E, but given the porous nature of Altice’s documentation in general and their highly aggressive interpretations of it, we would not hang our hat on those protections.

Unrestricted Subsidiaries

Our sister publication Covenant Review has published extensively on the Altice structure, including covering potential asset sales and the treatment of unrestricted subsidiaries. We would highlight the following reports on the bond side:

Altice France: Why the €10 Billion XpFibre Sale Isn’t an “Asset Disposition” Under the Bond Covenants

What Debt Could Altice France Repay with Asset Sale Proceeds? (Part 1)

What Debt Could Altice France Repay With Asset Sale Proceeds? (Part 2: Restricted Payments)

Loan reports are also available for lenders with the requisite permissions, for example:

What Debt Could Altice France Repay with Asset Sale Proceeds? (Loans Edition)

Altice France Term Loan Facilities – Loan Covenant Review (Amended Terms – Ninth Amendment).

A frequent question we have received from clients is how much flexibility Altice has to designate unrestricted subsidiaries. Our understanding is this capacity is very significant due to a very larger builder basket (EBITDA – 1.4x interest since 2014, less amounts already utilized) and because investments are not subject to a ratio limit under the RP limitations (Restricted Payments, other than investments, are subject to a 4.0x limit). Practically speaking, we think it is unlikely that covenants would prevent any of the designation of unrestricted subsidiaries mentioned on the Altice call.

Underlying operational performance – As bad as it looks?

Altice’s 2024 guidance, notably on the EBITDA line is especially weak at mid to high single-digit decline, with management excusing this as largely a result of lower construction revenues, high line rental fees from shifting customers to FttH and an inability to put through inflationary costs. The reduction in capex in 2024 is also only modest versus longer term targets, thus FCF will once again be negative (albeit modestly).

Altice’s mobile performance was clearly weak in 4Q23, but overall underlying trends were not far removed from our expectations and, if anything, we see operating dynamics in the French market as improving. Peers have mentioned better pricing power. At the same time, while we recognize the costs associated with line rental for fibre, we expect these to be counterweighed by lower total cost to serve FttH customers and do not expect Altice to migrate its entire FttB base in the short term. As such, we would interpret Altice’s very weak guidance as, at least in part, aiming to reset expectations lower in order to justify more aggressive treatment of creditors.

Altice France 4Q23 Results

Note throughout our discussion we refer to figures for the Altice France Holding Restricted Group which excludes the unrestricted subs, notably Altice TV and XpFibre.

Altice France’s 4Q23 results represented a reasonable degree of improvement versus prior quarters on a headline basis, though pressure on the underlying business eased to a lesser extent with certain one-offs boosting 4Q23 performance. Total revenue growth was flat YoY in 4Q23 (-1.3% YoY in FY23) however benefitted from dynamics in the quarter noted below.

Residential service revenue decline amounted to -2.1% YoY in 4Q23 (-1.9% YoY in FY23) with SFR’s fixed and mobile segments experiencing differing trajectories. The pace of decline in fixed service revenue has steadily improved over the course of FY23 with topline in 4Q only slightly down YoY (-0.7% YoY versus -2.8% YoY in FY23). Given the decline of the fixed customer base (-2.4% YoY), this implies low single digit fixed ARPU growth in 4Q. SFR CEO Mathieu Cocq noted that SFR’s frontbook and backbook prices are fairly aligned with no promotional pricing activity in the market undertaken by SFR. Drags on fixed revenue for SFR in the quarter were connection fees (due to lower gross adds), OTT services, and legacy fixed voice services.

Mobile service revenue decline was a source of disappointment in 4Q results. Decline of -3.0% YoY in 4Q23 accelerated versus prior quarters (-1.3% YoY in FY23). Management attributed this to the loss of subs over the course of 2023, particularly those churning after a promotional period with this weighted towards the low end of the market. We estimate the decline in SFR’s customer base at ~3% YoY (adjusting for the operator’s inclusion of 4G mobile dongles in its reporting from 3Q23), so we are surprised to see such a direct drop through to mobile service revenue given that customer losses were noted to be weighted towards lower ARPU subs (which are less impactful to topline).

Away from the residential service segment, business service revenue ended 2023 on a decent note with revenue growth of +2.7% YoY in 4Q23 (+0.1% YoY in FY23). This comes as somewhat of a surprise given the reduced build rate for XpFibre in the quarter (+179k homes in 4Q23 versus +262k in 4Q22), though management noted that SFR saw a catch-up in topline from plug installations and maintenance work for XpFibre in the quarter. Growth in SFR’s B2B telco segment was also guided to be a driver of improved performance – we note this tends to be somewhat of a lumpy revenue stream so would not extrapolate this result out meaningfully.

EBITDA performance was decently improved in 4Q23, though this was largely due to a one-off in the media segment. In 4Q32 EBITDA declined a fairly modest -1.0% YoY versus the mid-single digit pace of decline seen through 9M23, thanks to meaningfully lower content costs (€25-€30 mn) in the quarter. Excluding this impact, EBITDA was down -3.5% to -4.0% YoY, representing a much more modest improvement in the pace of EBITDA decline. The drop through from reduced residential service revenue is the primary driver of this trend, though management also noted a drag from reduced construction activity which implies the maintenance revenue stream for XpFibre comes with reduced margins versus the construction activity.

KPI performance in the quarter was soft on both the fixed and mobile side, with mobile losses particularly disappointing. Mobile net losses amounted to -231k in 4Q23, a figure which includes the benefit of base growth from 4G dongles (which SFR added to their definition of mobile subs last quarter). We estimate underlying mobile net losses were closer to -300k in the quarter excluding this impact. This compares to -14k net losses in 4Q22 for SFR. Total mobile postpaid net adds in the French market reported by the four MNOs have reduced substantially YoY with 705k net adds in 2023 versus 1.9 mn in 2022. SFR has been the big loser in the market from this trend while its peers have only seen a more modest reduction in the pace of net adds (Iliad has even seen net adds accelerate in 2023 YoY).

SFR’s broadband losses were also soft, though the pace of contraction was less worrying than for the mobile segment. Broadband losses of -73k in 4Q23 for SFR compare to -48k in 4Q22 and -158k over FY23 (-130k over FY22). Similarly, to the mobile market, total net adds in the broadband segment have slowed fairly meaningfully over 2023 (192k versus 519k in 2022), with Iliad and Bouygues continuing to gain subscribers at a comparable rate to 2022, SFR losing customers at a comparable rate and Orange shifting from reasonable base growth to base contraction.

FY24 Guidance

Uncharacteristically for SFR, management provided more specific FY24 guidance beyond their ‘mid-term’ targets. Guidance was presented on an organic basis (i.e. before effect of the data centres or media divestments), and as follows:

  • Revenue decline YoY
  • Mid to high single digit EBITDA decline YoY
  • Capex reduction YoY however insufficient to offset higher interest costs

We found management’s FY24 guide disappointing and lacklustre versus our expectations for a return to EBITDA growth in 2024. The trend for topline is anticipated to be determined by slowing construction activity for XpFibre as its rollout heads towards completion and SFR struggles to maintain competitiveness in the B2C telco market in France. We suspect this is more reflective of the mobile segment (34% of LTM revenue) in which SFR’s underlying customer base appears to be declining at a reasonably rapid pace. Meanwhile, the fixed business looks to be close to stabilization.

EBITDA decline of mid to high single digit in FY24 came as a surprise to us – while EBITDA headwinds from lower fibre construction revenue have been well flagged, these are rather modest at the group level and is a lower margin activity. Versus our prior expectations, a higher pace of mobile revenue decline and the scale of the cost impact from migrating subscribers to Orange/XpFibre’s FttH networks appear to be the main differences (we previously assumed XpFibre would be consolidated from late 2024/early 2025 which would mechanically reduce wholesale costs). Nonetheless, we struggle to see how EBITDA decline falls in a high single digit magnitude without very significant mobile sub losses. The construction activity is decently lower margin than the telco portion of the business and while SFR will incur higher costs to wholesale on FttH, the group already wholesales copper from Orange so not all of the €10-15/month fee for wholesaling on FttH should be incremental, and we do not expect the entire FttB/coax base (~0.8 mn) to be migrated in FY24.

Management noted the capex reduction in FY24 is likely to be around €100 mn, implying ~€2.2 bn of accrued capex for FY24. Total interest costs are expected to be €1.45 bn.

Financial Condition

The more modest decline in adjusted EBITDA in the quarter saw OpFCF decline again in 4Q23, though at a less extreme rate than in prior quarters. Adjusted EBITDA declined to €1046 mn in 4Q23 (-1.0% YoY) which was only very slightly offset by lower accrued capex YoY (-0.2% YoY/€590 mn in 4Q23 excluding spectrum, IRUs and significant litigation paid/received). As a result, OpFCF declined -2.1% YoY in the quarter. The modest decline in OpFCF was still sufficient to cover interest paid (-€419 mn), taxes (-€7 mn) and changes in working capital and other (-€18 mn) in the quarter to leave FCF by management’s definition of €11 mn, though as usual with SFR there were several further cash items to bridge to net debt. During 4Q23 these included restructuring (-€16 mn), M&A and IRU (+€6 mn), financing flows and others (-€237 mn). The latter notably encompasses litigation and other non-recurring cash outflows (~€25 mn) and factoring and securitization interest and principal repayments of ~€200 mn with one of SFR’s counterparty’s exiting its reverse factoring program with the operator at the end of 2023.

Over FY23, adjusted EBITDA amounted to €3923 mn vs €4101 mn in FY22 (down -4.3% YoY). Similarly, like 4Q23, FY23 adjusted EBITDA was offset by the lower accrued capex (€2290 mn vs €2364 mn). Therefore, total OpFCF amounted to €1633 mn, down -€104 mn YoY (-6.0% YoY). Total OpFCF did not cover interest payments (€1300 mn), taxes (€86 mn) and changes in working capital (€357 mn) over FY23, resulting in a total cash burn of €109 mn by management’s definition. Items bridging to net debt include restructuring costs (-€124 mn), M&A and IRU (-€74 mn) and other financing outflows (-€758 mn). SFR also saw an outflow of €70 mn related to funding of their Altice TV segment in 1Q23 (with further funding over the rest of the year likely included in the other financing item) and made spectrum payments in 2Q23 (-€26 mn).

Total interest cost for 2023 were in line with guidance of €1.3 bn. Restructuring costs were initially guided to be ~€70 mn, however over the course of the year expectations ticked up (estimate of ~€140 mn for FY23 noted at 2Q23 results).

Net debt increased QoQ (+ €236 mn) to €24.2 bn at YE23 and €1.1 bn YoY due to cash burn. Pro forma net debt, accounting for the deferred consideration relating to the Coriolis acquisition, the issuance of the €350 mn 11.500% SSNs and partial repurchases of the €500 mn and €550 mn SSNs, stood at €24.3 bn (+ €776 mn QoQ). Pro forma net leverage on a LTM basis stood at 6.4x (+0.4x QoQ) and 6.2x (+0.3x QoQ) on a L2QA basis – notably this leverage figure deducts the EBITDA contribution from the data centres and Altice Media (both in the process of being sold) with cash proceeds not retained on balance sheet (due to Altice’s move to designate them unrestricted subsidiaries).

Liquidity included €446 mn of cash and cash equivalents at YE23 and an undrawn RCF balance of €503 mn. SFR had drawn down €698 mn of its RCF at YE23.

Altice France issued €350 mn 11.500% SSNs maturing in 2027 via private placement. The proceeds from the issue were used to repurchase existing 2025 senior notes through an exchange offer and a tender offer. The tender offer was completed last week with €219 mn of notes accepted.

 

 

Helen Rodriguez
Head of European Special Situations
CreditSights

Mark Chapman, CFA
Head of Telecom/Media
CreditSights

Alex Lawrence
Analyst, TMT
CreditSights


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