Welcome to the Intrum Audiocast. For the first part of the presentation, participants will be in listen-only mode. During the questions and answers session, participants are able to ask questions by dialing star 5 on their telephone keypad. Now I will hand the conference over to CEO Andrés Rubio and CFO Michael Ladurner. Please go ahead.
Thank you very much, operator. Good morning to everyone. This is Andrés Rubio, the President and CEO of Intrum reporting and doing this call from a what is a beautiful day here in Stockholm. I would like to make some prepared remarks for 5 or 10 minutes and then open it up for questions. Today we're delighted to announce the acquisition of 100% of Haya Real Estate in Spain for a total consideration of EUR 140 million.
I'm on page 2 now, Anna. The transaction is expected to close during the third 1/4 of this year and is subject to both competition authority as well as some other formal releases of the company shares and assets.
What's most important is that this transaction is completely in line with our stated objectives and checks all the right boxes from what is, I believe, a very selective criteria for pursuing inorganic growth. As you can see on this page, it is perfectly in line with our stated objectives of growing and transforming our business, and it is in line with our objectives of growing, specifically our client service business.
This extends our servicing franchise in Spain, and we become pro forma for this transaction, the servicing partner to all the leading banks. In addition to having contracts or bringing contracts with 3 major banks, including 2 of the top 4, BBVA and CaixaBank.
This transaction also cements our relationship with Cerberus, who is 1 of the largest non-performing asset investors globally and in Europe, with whom we have a very meaningful amount of revenue. They're 1 of our largest clients, and this transaction, in fact, doubles our volume with them, and I think lays the groundwork for more collaboration and partnership with them going forward. The deal does have favorable deal economics.
I'll get into it on the next page in more detail, but it does have a day 1 deleveraging, given the favorable purchase price. It is meaningfully earnings accretive over the coming year against consensus. Just as importantly and more importantly fundamentally, it improves our servicing income, which is a very high quality and valuable source of income and growth for us.
I think it also really demonstrates how our business model is focused on core organic growth and development. We will be very disciplined in the pursuit of inorganic opportunities. By discipline, what I mean is we will have some very strict financial criteria. We have to work within our valuation and our leverage constraints, but we also need to make sure that these transactions add strategically to our business and in particular our capital light focus on servicing and growing our PI business with third-party capital.
In this case, this transaction checked the box of having a strategic rationale and being very favorable from a financial perspective, which will over the near term immediately and over the near term, benefit both our shareholders and our bondholders. If we can go to the next page, please.
More specifically, the EUR 140 million represents just a shade under 3x what we estimate to be the EBITDA on a 2023 basis, including our restructuring costs. It's very important to know that this multiple as well as this transaction will generate attractive returns to us only contemplating the existing contracts with no assumed extends plus our synergies net of restructuring costs.
As a consequence, the impact to both our leverage and EPS is quite significant. The leverage ratio does drop by 0.06 pro forma on a trailing twelve-month basis as of the end of Q1 2023 for this transaction. The relative to consensus, the increase is up to 20% on Cash EPS.
It's attractive returns with a conservative underlying business plan underpinning what I said earlier, which is a disciplined, selective approach to inorganic opportunities to complement our core challenge going forward, which is improving our operations, improving our servicing business, growing our servicing business, and leveraging our human capital that's in that business.
Growing our investing business, leveraging not only our own capital but also third-party capital to grow that business. The transaction will be financed by cash on hand and our credit facilities. We expect this to not only be accretive at EPS, but also to be very important and grow our cash flow to equity by almost SEK 400 million post financing, restructuring, and other 1-off costs. It's a very meaningful and positive development.
1 last point I'll make. Then Michael can add any other points or we can go to questions. In terms of our capital deployment, this is a year which many of our constituents, both on the equity and the debt side, look at us for guidance as to how we're going to use our capital. We have the privilege of generating a tremendous amount of operating cash flow.
We need to be judicious and reflect the current environment in the use of that cash flow. In terms of our capital deployment trajectory for the year, we expect to deploy a total between SEK 7 billion and SEK 7.5 billion for the full year. This includes both portfolios and M&A. It is inclusive of this transaction.
Based on the franchise-enhancing M&A of not only this deal, but also the Arrow UK deal, which we announced at the end of last year and you're all very familiar with. This leaves us about probably between SEK 5 billion and SEK 5.5 billion for total portfolios for the remainder of the year.
We believe this is the right decision to put this number forward in terms of our total capital deployment to make sure that we are balanced and we're reflecting our capital structure and our need to address our leverage, as well as our need to still provide greater earnings to our equity shareholders. In conclusion, I'm very happy to announce this deal.
I think it's wonderful for our franchise, it's wonderful for our financial metrics, and it sets the base for a continued growth going forward in our servicing business. I don't know, Michael, if you wanted to add anything, or if not, we can go straight to Q&A.
I think we can go to Q&A.
Thank you, Michael.
If you wish to ask a question, please dial star 5 on your telephone keypad to enter the queue. If you wish to withdraw your question, please dial star 5 again on your telephone keypad. The next question comes from Erman Orgun from Carnegie. Please go ahead.
For the presentation and taking the questions. Maybe the first 1, just if you could talk a little bit about the catalyst behind this. I mean, given the terms you're setting out, it sounds like a very cheap multiple that Cerberus is selling at. Is there anything extraordinary explaining this? Because otherwise, if this is a normal transaction multiple for these kind of assets, should we see strategic markets also being valued at, you know, 3 times the EBITDA, or what are we missing here?
Good morning, Erman, and thank you for the question. I'll address it, and Michael can add whatever he'd like. I don't think this is a normal multiple. What you're talking about is an entity that was much larger a few years ago, that is focused on a single market and a handful of contracts that lost a contract in the form of the Sareb, similar to what we did.
We absorbed that quite nicely. This entity was more challenged and had to go through some debt restructurings. What we ultimately did was we looked at the underlying contracts as the key assets. We saw that as very attractive to us because we have a larger business, more diversified business, a still growing business.
This is evidence of how businesses that are focused more narrowly on selected markets or have a concentration of clients can be vulnerable, unfortunately. We did this not to take advantage of the situation, but to partner with both Cerberus and the key clients in giving Haya and these contracts for their life in our hands.
This is evidence of the fact that when the sector does consolidate, which it will over time, we can be both selected, but we're a preferred strategic partner to both banks. We, in this context, we spoke with all the clients before finalizing the transaction, and there was a very positive reception. I think that's just evidence of how we're going to be the preferred partner, and we're going to be able to selectively pursue inorganic opportunities as the sector develops.
Thank you. A follow-up would just be on the guidance you're giving. How much synergies are included, what's the timeline for extracting them, and also on the restructuring side, so the same thing on the magnitude and then the timeline for those. Thank you.
Yeah. I mean, as you can imagine, we have a very large business in Spain. It's our second most profitable business, country after Greece. Largely speaking, all centralized management and overhead is completely redundant. We estimate that to be between EUR 20 million and EUR 30 million, roughly. We estimate a full elimination of that during 2023 into 2024. It's gonna come in over the next couple of years, Erman.
The cost for doing restructuring?
We've assumed, Oh, sorry, Michael, did you want to answer that?
I'll just address it very quickly. When we talk about synergies, we ultimately talk about net synergies. For 2023, it's borderline neutral, right? I mean, there's only closing in Q3 and then some actions with some costs. Already from 2024, we have a positive net synergy contribution, which then ramps up very, very quickly into 2025 to reach the full run rate by the end of that.
To be clear, Erman, to answer your question, and I referred to restructuring costs, we're assuming a one -to-one cost for realized synergies. I think actually is conservative.
Thank you. That, that's very helpful. Lastly, maybe just if you could say anything about the remaining contracts that is within this platform, how long are they? Is there kind of protection from terminations, et cetera, or is there anything we should consider?
The contracts are with BBVA, CaixaBank, and Cajamar. They extend from 2024 through to 2028 for the variety, the 3 different contracts. There are, as every contract, certain selected early termination provisions. We've contemplated those in the valuation and the risk assessment of this transaction. I'll reiterate what I said earlier, which is we've spoken to BBVA, Caixa, and Cajamar.
We've gotten a very positive reception from all 3 of them. We do business with all 3, but this obviously meaningfully increases the amount of business. From their perspective as a client, they see this becoming part of Intrum, hopefully as a positive, where we're gonna not only deliver on this current contract, but hopefully in the future on additional business, and we're gonna continue to provide them great service.
Which Haya has done, but ultimately we can continue.
Excellent. Thank you.
Thank you, Erman.
The next question comes from Louis Miles from Morgan Stanley. Please go ahead.
Hi. Morning. Thanks for taking my questions. I just have 1 quickly on the financials. I think you said that the leverage is going down by 0.06 and the Cash EPS is going up 20%. I think that's for 2023, is that correct? I guess my.
Might be-
Sorry.
Sorry. Please.
You go, you go.
Louis, as we said in the presentation, the increase is up to 20% relative to the consensus for the year-end, right?
Yeah.
For us stand-alone. The decrease in leverage ratio, we've looked at that on a trailing basis. If we perform a Q1 2023 for the transaction, then we get a reduction of 0.06 turns.
Yeah.
So-
Thanks. How should we think about those 2 metrics evolving after 2023, all things being equal? You know, what's the 2024 and 2020 impact from this transaction?
I think, Louis, if you put it in a nutshell, it's really we bring an industrial logic to this. We obviously extract synergies, as we've just talked about. We do expect an ongoing positive contribution relative to our standalone position from a cash EPS perspective. Also given the sort of acquisition multiple and this is capital light intrinsically 'cause it's servicing based, we expect a ongoing benefit to the leverage ratio from that perspective as well.
Okay, I guess that follows on nicely to my next question then. I wanna just understand the rationale for the transaction. Is it more than to purchase the platform and to kind of access that and therefore to continue to do the real estate servicing through that platform?
Well, yes. I mean, we have an existing platform in Spain that not only does loans but also does real estate. This adds to that. This now also gives us a contract with all of the top Spanish banks, Santander, Caixa, BBVA, Sabadell, and Cajamar, and adds to our already very meaningful relationship with Cerberus, both in Spain and hopefully to be expanded into other geographies.
That's fundamentally the rationale. All of that is on the servicing side. There's no PI element to it. There's no investing element to this. This is purely on the servicing side. Over time, as Michael said, this will add significantly to our cash flow, and we'll have those benefits that we highlighted over the near term financially, continue into the years to come.
Can you use the platform for other types of servicing, i.e., not just real estate, can you use it for consumer, for example? I guess I'm asking because I'm wondering, you know, given the comment you made earlier, are there enough real estate assets to be serviced in Spain going forward? Can you use this platform for something else instead?
We can use it. We will integrate it into our operations. As someone who knows the Spanish market quite well, 'cause I've operated in it for the last 15 years, there's plenty of real estate assets for several years to deal with still.
Okay, several years. What is your view for market consolidation in Spain for the services?
Well, this is an important step. This already gives us a significant market position. I wouldn't envision us doing anything else in Spain, on the M&A front.
That's great. Then just 1 final question from me. On the Haya bonds, will these stay within the structure of operating debt? What actually happens to those bonds? I don't think it was mentioned in the presentation.
We have nothing to do with the Haya bonds. We're buying the company free and clear. That's why it said in the presentation that it is contingent upon the release of any kind of a lien on the shares or any kind of a guarantee of the assets.
We're buying the company on a debt-free basis. Ultimately, the bond holders and Cerberus have to deal with how the proceeds are being divided up between them, and that negotiation, I believe, has largely been ongoing, but you have to ask them, not us.
Very clear. Thanks very much.
The next question comes from Patrik Brattelius from ABG. Please go ahead.
Thank you. Just a short follow-up question there. You said the purchase was EUR 140 million and a multiple of 2.9, which gives an expected EBITDA, I guess, of just below EUR 50 million for 2023. Can you please share with us the trailing twelve-month EBITDA for the company?
The trailing, 12-month EBITDA is not apples to apples. It included the 1st 1/4, which had, the subcontract in it, but it is roughly an equivalent amount.
Okay. It's no 1-off included there, you would say?
No. We obviously focused on what we think we can do going forward with this. We've obviously closely looked at the first 1/4, and the first 1/4 is in line with the annualized budget, and so we felt comfortable closing on the transaction at this time as a result.
Okay, perfect. Thank you. That was all for me.
There are no more questions at this time. I hand the conference back to the speakers for any closing comments.
No, I just wanted to thank everyone for listening in on our discussion and also thank you for the questions. This is 1 small step on a journey here. We, as we said a few weeks ago, are going to come back in the coming weeks with further announcements regarding other initiatives we already talked about, as well as between now and the fall,
continue to highlight and communicate information on our fundamental journey to improve the returns on our business, improve the returns on our human capital on our service side, and grow that business, and also grow our PI business, predominantly with third-party capital, not our own balance sheet. We will be in touch. Thank you very much and have a good day.
Thank you. That concludes the conference call.