Possible Lagan Group acquisition9 Apr 2018 15:47
Here's my stab at how it might look.
Lagan Group - not to be confused with the troubled Lagan Construction.
The Lagan Group aggregates division has 15 depots, with 7 supplying aggregates, so I assume these are quarries, and 7 supply asphalt and contracting services. However, the quarries division describes 13 locations - are these all quarry sites? All but one of the depots are located in Ireland. The remaining site is in Co Armagh, NI.
Lagan say, "Produced 6m tonnes in past 10 year". I assume total so average of 0.6 tonnes / year compares to the 16m tonnes Breedon produced in 2017, from approximately 60 quarries. Note, most of Breedons quarries are in Scotland and on average significantly smaller than those in England.
The numbers
Hope financials - Revenue �286m, EBITDA �37m, acquisition cost �336m.
A Times article quoted Lagan Group revenue at �350m, and Breedon stated that they are in discussions in connection with a "possible acquisition of a substantial part of the Lagan business". So I�ll use the same Hope financials to assess the impact of an acquisition on Breedon.
Breedon 2017 year end debt was �110m and is expected to be below �70m by 2018 year end. Tarmac asset swap adds �5m debt.
Lagan acquisition cost of �336m would result in net debt of between �411m and �451m [(-110/-70)-5-336].
At a pinch the existing �300m revolving credit and �100m accordion would cover �400m leaving, with an operating safety margin, Breedon approximately �100m short.
Combined EBITDA would be approximately (117+37)= �154m, so leverage would be between 451/154=2.95 (2017 yr end) and 411/166=2.5 (2018 yr end), which isn't far off the pro-forma 2.5 leverage expected at the completion of the Hope acquisition.
Based on this leverage and the relative smaller scale of a proposed Lagan acquisition compared to Breedon (post Hope) I would have thought an increase of �100m in the existing revolving credit acceptable to the financiers.
So at a pinch Breedon could acquire "a substantial part of the Lagan business" without equity dilution. Assuming the price is right, I'd be very happy with that!
However, in practice I wouldn't be surprised if Kevin Lagan took a �100m share in Breedon equity and a place on the board, possibly removing the need for any increase in the revolving credit facility. In spite of the 10% or so dilution I'd be okay with that.
Upon the Hope acquisition announcement there was a �41m placing, which was not conditional on completion of Hope. I took this to be a requirement to strengthen the balance sheet alongside the discussion with bankers about increasing the revolving credit. In hindsight this seemed to me to be an unnecessary placing and more like an �8m bung to large and institutional investors. If this action was repeated in a Lagan acquis