Company United Grouppg.jrj.com.cn/acc/Res/CN_RES/INVEST/2018/1/15/9136d88d... · 2018. 1. 26. · company issued €1.35bn of new debt and redeemed the existing €775m 7.875% Sr.

Deutsche Bank Markets Research

Emerging Markets Bosnia-Herzegovina Serbia Slovenia

HY Corporate Credit Media, Cable & Satellite Telecommunications

Company

United Group

Date 15 January 2018

Initiating with CreditSell on Fixed Rate Notes, relative value not attractive

________________________________________________________________________________________________________________ Deutsche Bank AG/London

DISCLOSURES AND ANALYST CERTIFICATIONS ARE LOCATED IN APPENDIX 1. MCI (P) 083/04/2017.

Vivek Khanna

Research Analyst

(+44) 20 754-72905

[email protected]

Chaitanya Terala, CFA

Research Associate

[email protected]

Recommendation Summary We initiate on the €4.375% Sr. Sec ’22 and € 4.875% Sr Sec '24 with a CreditSell recommendation and on the € Sr Sec FRN ’23 with a CreditHold recommendation, on valuation grounds as we don’t believe a 3-4% return is attractive considering the acquisitive nature and FCF profile. We recognize that management has successfully integrated a number of acquisitions and has delivered on the identified synergies and we are confident they will deliver on the CME acquisition savings. While we recognize the asset cover, we don’t believe the current price levels reflect the limited de-leveraging and see a few points of downside.

Leverage levels higher on M&A and PIK push-down Leverage levels of 5.2x net debt / LHA EBITDA including synergies and 5.8x excluding synergies increased from c. 4.0x cash-pay leverage pre the recapitalization. The increase was driven by the refinancing of the outstanding PIK note at the operating entity (+0.9x) and on the back of M&A. On July 9, 2017, the company announced the acquisition of CME Croatian and Slovenian TV Assets for a total consideration of €230m, equivalent to an EV/LTM EBITDA multiple of 13.9x, and 5.5x, when adjusting for synergies (€25m). The transaction is subject to regulatory approvals and €200m of the proceeds raised from the bond deal are being held in escrow until May 2018 (par return of €200m 4.375% Sr Sec '22, if transactions don’t close).

Asset cover – need to adjust accounting As a potential comparable, Digi Communications (RCS&RDS, last closing price: RON38) trades at an EV/ 2017E EBITDA of 5.6x and EV/ 2018E EBITDA 5.2x. EV/OCF trading multiples are 10.5x and 8.7x, respectively. At face value this would suggest limited asset cover at our issuer. However, when adjusting Digi Communications EBITDA to align accounting for content costs, we believe Digi trades on 6.6x 2017e and 6.2x 2018e EBITDA multiples and 24x and 17x on OCF multiples.

Leading TV channels in respective countries Pop TV in Slovenia and Nova TV in Croatia are leading TV Groups in their respective countries. The POP Slovenia portfolio includes five channels with POP TV being the flagship channel with a 81% TV ad market share which historically was transmitted free-to-air).The Nova Croatia portfolio includes 4 channels including the flagship Nova TV with a 54% TV ad market share. Both groups include numerous internet portals and VOD/subscription systems.

Update on regulatory approvals In Slovenia, they have received a positive decision from the Ministry of Culture by which the transaction was de facto approved while they are still waiting approval from the Slovenian national competition authority which is expected soon. However, in Croatia, the company faced a setback as the Croatian Agency for Electronic Media blocked Nova TV takeover, citing restrictions on cross ownership considering its existing Total TV asset with 30K subscribers. On the Q317 call, management mentioned that they are reviewing potential options and on Jan 12, 2018, announced the disposal of Total TV. The CME assets purchase agreement is valid only if both assets receive approval.

Figure 1: Outstanding Issues

Instrument Px (ask)

YTW Z-sprd Rec.

€4.375% Sr Sec '22 104.5 2.7% 289 C-S

€ Sr Sec FRN's '23 101.9 0.2% 23 C-H

€4.875% Sr Sec '24 104.75 3.7% 349 C-S

Source: Deutsche Bank, Bloomberg Finance LP

Figure 2: YTC Table - € 4.375% Sr

Sec Nts' 22 (offer price: 104.5)

Call date Call price YTC spread

1-Jul-19 102.188 2.7% 326

1-Jul-20 101.094 2.9% 342

1-Jul-21 100.000 3.0% 334

1-Jul-22 100.000 3.3% 347


Figure 3: YTC Table - € 4.875% Sr

Sec Nts' 24 (offer price: 104.75)

Call date Call price YTC spread

1-Jul-20 102.438 3.8% 431

1-Jul-21 101.219 3.7% 410

1-Jul-22 100.000 3.7% 389

1-Jul-24 100.000 4.0% 393


Key Risks: Positive risks include greater

pricing power and customer growth and

lower capital intensity. Negative risks include

value destructive M&A, declining margins,

inability to increase prices, increase in

content cost and higher capex levels

Distributed on: 15/01/2018 12:54:27 GMT

7T2se3r0Ot6kwoPa

15 January 2018

HY Corporate Credit,Media, Cable & Satellite,Telecommunications

United Group

Page 2 Deutsche Bank AG/London

Opportunistic vertical integration

Strengthening the asset mix + convergence

Acquisition of Media Assets in Croatia and Slovenia On July 9, 2017, United Group announced an agreement to acquire broadcasting operations of Central European Media Enterprises (CETV) in Croatia and Slovenia for €230m and the transaction is expected to close by year-end. Acquired assets include POP TV in Slovenia and Nova TV in Croatia, the most watched channels in their respective countries (All-day audience market share of 42% and 30%, respectively), will enhance the pay-TV channel portfolio and help differentiate the product offering in the long-term. During the year, other acquisitions include Fight Channel Croatia (€2.5m), and Cable Target (€10m).

Valuation (pre and post synergies) We estimate the assets were are acquired for 9.2x EV/EBITDA (LHA incl. IFRS adj) and 5.5x when adjusting for synergies. In context, LHA EBITDA of the acquired assets was €25m (incl. IFRS adj.) and management has indicated €16.5m in synergies. The synergies are a combination of both revenue, related to the introduction of the carriage fees (€14m), and cost synergies of €2.4m, equivalent to c. 3% of operating cost base of the acquired assets.

Refinancing of existing Notes, PIK Facility, and fund M&A To fund the acquisition, United Group refinanced the entire capital structure. As highlighted in our initiation report on Nov 28, 2016, the company also refinanced the existing PIK facility through debt at the operating entity. The company issued €1.35bn of new debt and redeemed the existing €775m 7.875% Sr. Sec Nts ’20, credit facilities and €230m of PIK facility. The company also part funded the CME assets acquisition (€200m) with the remaining €30m to be funded from other sources of liquidity at the time of closing (€100m RCF and €80m Serbian Facilities undrawn). Acquisition of Cable Target for €10m will also be funded from the available liquidity.

Leverage We have shown leverage levels of the old and new Bonds structure with and without synergies related to UG historic acquisitions and those related to the proposed CME acquisition. It has always been our base case that a re-financing of the 2020 Notes will result in a re-leveraging event with the push down of the legacy PIK loan. M&A has led to slightly higher pro-forma leverage level.

Figure 4: EBITDA split (pre/post)

8.2 8.2

7.6

21.815.8

30.0

0.0

5.0

10.0

15.0

20.0

25.0

30.0

35.0

LTM Jun 17 PF LTM Jun 17*

CME - Croatian Assets CME - Slovenia Assets

Source: Deutsche Bank, Company data *PF adjustments for the incremental carriage to be added from 2019 on a run rate basis at Slovenia

15 January 2018


United Group

Deutsche Bank AG/London Page 3

Figure 5: Leverage Levels – Old and New Capital structure

Net Lev. Net Lev. Net Lev. Net Lev.

LHA LHA LHA LHA

( incl. Syn) (excl. Syn) ( incl. Syn) (excl. Syn)

New RCF '22 (€100m, Super senior) - 96

New Serbian RCF '20 (€20m and €60m, unsecured) - -

Existing RCF 121 -

€ 7.875% Sr Sec Nts '20 775 -

€ 4.375% Sr Sec Nts '22 - 575

€ (E+4.375%) Sr Sec FRN's '23 - 450

€ 4.875% Sr Sec Nts '24 - 325

Capital leases 10 8

Other Debt 7 7

Tota l Debt 913 4.0 x 4.0 x 1,461 5.2 x 5.8 x

PIK 175

Tota l Debt ( inc l. P IK) 1,088 4.8 x 4.8 x

LHA EBITDA (exc l. Synergies ) 221 248

Synergies and increase in carriage fees 3 27

LHA EBITDA (inc l. Synergies ) 224 275

PF Sep 30, 2017*Jun 30, 2017

Source: Deutsche Bank, Offering Memorandum, Company data PF adjustments for the Refinancing and the acquisition of CME’s Croatia and Slovenia assets. Also includes adjustments for the use of RCF to fund the remaining €30m of the acquisition price of CME assets, acquire Cable Target(€10m) and deferred payment for Fight Channel

In addition to United Group’s cable roll-up strategy, the recent CME TV assets not only adds vertical integration and diversifies the business further, but also leads to a significant synergy potential which we have detailed below.

Figure 6: Synergies Breakup

Acquired CME Stations estimated synergies and other adjustments 25.0

of which, accounting adjustments (US GAAP to IFRS) 8.5

of which, impact of additional carriage fees 14.2

of which, estimated cost synergies on a PF basis 2.4

Acquired Cable assets 3.7

of which Cable Target acquisition estimated synergies on a PF basis 0.6

Of which Ikom expected synergies (as of Q217) 3.1

Total Synergies 28.7 Source: Deutsche Bank, Offering Memorandum, Company data

Structural considerations – largely unchanged As was also the case in the legacy notes, the subsidiaries in Serbia, Macedonia, Croatia and Montenegro will not guarantee the obligations. On an LTM basis as of Q117, the Issuer and the Guarantors generated 46.2% of the Company’s revenue and 42.9% of the Company’s Adjusted EBITDA, and represented 54.0% of Total Assets. However, Revolving Credit Facility will be guaranteed by the Guarantors and will also be guaranteed and secured by certain assets of subsidiaries located in Serbia.

15 January 2018


United Group


Acquisition review

Strengthens an already strong content position

From a historical perspective, UG has already been more active in content acquisition relative to other cable operators in Western Europe (which are getting more active). The lack of competition from an entrenched and well capitalized content aggregator in the region allowed UG to strengthen its position as a leading content aggregator even before the recent acquisition.

CME Synergy review – substantial but achievable We have provided a summary of the CME related synergies below which would increase PF EBITDA to €41.5 from €25.0m on an LHA basis. While typically we would be skeptical of synergies of such magnitude, in this case as discussed below we are relatively comfortable with the communicated targets.

Figure 7: CME Synergies vs acquired EBITDA of €16.5m

Acquired CME Stations estimated synergies and other adjustments 25.0

of which, accounting adjustments (US GAAP to IFRS) 8.5

of which, impact of additional carriage fees 14.2

of which, estimated cost synergies on a PF basis 2.4 Source: Deutsche Bank, Offering Memorandum, Company data

Carriage fee review – synergies achievable In January 2017, POP Slovenia shifted broadcasting Pop TV from free-to-air DTT to offering through pay-TV platforms. This move has significantly changed the financial profile of the asset, as the operators started to pay, for the first time, recurring carriage fees to transmit the channels. Slovenian market already has a relatively high pay-TV penetration at 75% (would be further higher if second homes are excluded), and this move would further help increase the penetration as PoP TV’s prime time audience share is relatively high at 52% (All day audience share of 42%). The company now expects to realize c. €15m in incremental annual revenues by 2019 compared to €2m in FY16. The revenue increase is expected to be phased as currently distributors are offered discounts. Cable operators would hope to gradually pass on the costs to the customers.

Accounting review – EBITDA synergies will be delivered but no impact to FCF As CME’s financial information is prepared under U.S. GAAP, while UG’s financial information prepared under IFRS, the company could capitalize certain programming costs, which have been historically expensed by CME. This change in accounting will result in an increased annualized EBITDA of c.€8.5m. The change in accounting will have no impact on FCF as it will lead to an increase in Capex by similar amount.

Other Cost Synergies In addition to the above, the company also expects €2.4m of cost savings related to news production in Croatia, and overhead costs/multiplex costs at Slovenia which are no longer needed following Pop TV’s shift to pay-TV from DTT.

15 January 2018


United Group


Market positioning - enviable

United Group is acquiring the leading TV stations in both Croatia and Slovenia. The assets command leading viewership positions across the target “prime-time” audience share in addition to a leading position on an “all day” audience basis. The market position in the commercially attractive time and demographical segments has allowed the CME assets to capture and even higher share of the TV advertising revenue in each market.

Market share Both Pop TV in Slovenia and Nova TV in Croatia are the most watched channels with an All-day audience market share of 42% and 30% at Q2 17, respectively. In the more commercially important “prime time” segment, the respective market share in the last quarter were even higher at 52% and 37%, respectively.

Television remains the most prominent advertising media in CEE markets representing c. 54% of total advertising spend vs c. 40% in developed markets. The leading audience share driven by a strong content line-up including market leading local content portfolio, has lead consistently to an even higher advertising revenue share - 81% in Slovenia and 54% in Croatia.

In Slovenia, TV ad market increased 7% in FY15 and FY16 whereas in Croatia it increased 4% in FY15 and 2% in FY16.

Figure 8: Slovenia – PoP TV audience

market share

Figure 9: Croatia – Nova TV audience

market share

Figure 10: TV Ad Revenue share

46%44%

42%

39%

42%

49%

52%50%

49%

52%

35%36%

35%

32% 32%

41%42%

41%

37%

42%

20%

25%

30%

35%

40%

45%

50%

55%

Q115 Q215 Q315 Q415 Q116 Q216 Q316 Q416 Q117 Q217

Prime Time Audience Share All Day Audience Share

36% 36%

33%

36%

34% 34% 34%35%

38%37%

27%28%

26%

29%

27% 27% 27%28%

31%30%

20%

22%

24%

26%

28%

30%

32%

34%

36%

38%

40%

Q115 Q215 Q315 Q415 Q116 Q216 Q316 Q416 Q117 Q217

Prime Time Audience Share All Day Audience Share

76%

78%

70%

80%

73%

78%

70%

77%

71%

81%

56% 55%

58%56% 55%

52%

56%

53%55% 54%

40%

45%

50%

55%

60%

65%

70%

75%

80%

85%

Q115 Q215 Q315 Q415 Q116 Q216 Q316 Q416 Q117 Q217

Slovenia - Ad Revenue share Croatia - Ad Revenue share

Source: Deutsche Bank, Company presentation Source: Deutsche Bank, Company presentation Source: Deutsche Bank, Company presentation

Strong market position highlighted in Power ratio Both Pop TV in Slovenia and Nova TV in Croatia have high power ratios (2.0x in FY16). Power ratio is a measure to assess the relationship between advertising market share and TV audience share, with the higher the number indicates a more commercially valuable audience share. Power ratio is calculated as follows: Share of Market TV Advertising Revenue / Audience share. Strong content and leadership positions in both these markets helping generate more revenues from TV advertising. Power ratios are more relevant in the CEE due to the lesser developed advertising markets and generally lower pay-TV penetration levels.

15 January 2018


United Group


Figure 11: Power ratios

2.2x 2.2x

2.0x

2.5x

2.3x

1.9x

1.7x

1.9x 1.9x 1.9x

2.2x 2.2x

2.0x

2.1x2.0x

2.2x

1.9x2.0x

1.9x

2.1x

1.9x1.8x 1.8x

2.0x 2.0x 2.0x

0.0x

0.5x

1.0x

1.5x

2.0x

2.5x

3.0x

Q115 Q215 Q315 Q415 Q116 Q216 Q316 Q416 Q117 Q217 FY14 FY15 FY16

Slovenia - PoP TV Croatia - Nova TV

Source: Deutsche Bank, Company Presentation * Quarterly Power ratios are calculated

Historical financial review

Revenues have been growing again an annual basis since FY2015, following two years of decline. EBITDA on an LTM basis is up significantly on a YoY basis helped by the introduction of carriage fees in Q1 17, albeit on a staggered basis with the full impact back end loaded to Q1 19 on an annualized basis.

.Figure 12: Slovenia Revenues (in € m) and Growth Figure 13: Slovenia EBITDA (in € m) and Margins

1014

8

1711

149

1811

17

5450

46 49 5255

-2.2%

6.2%6.9%

9.2%

3.8%

4.8%

10.6%

4.2%

8.6%

17.4%

-6.4%

-7.5%

5.4%5.3%

9.9%

-10%

-5%

0%

5%

10%

15%

20%

0

10

20

30

40

50

60

Revenue YoY Growth

Source: Deutsche Bank, Company data Source: Deutsche Bank, Company data

Revenues in Croatia on the other hand have been declining to flat for the last three years. EBITDA contribution on the other hand has been largely stable at a little over HRK 1m supported by margins expanding modestly from 13% to 15% over the same period.

15 January 2018


United Group


Figure 14: Croatia Revenues (in HRK m) and Growth Figure 15: Croatia EBITDA (in HRK m) and Margins

1.82.4

1.52.5

1.72.5

1.52.5

1.62.4

10.110.8 10.8 8.1

8.2 8.0

-27.3%

-32.5%

-23.0%

-13.8%

-4.0%

5.0%

0.3%-1.2%

-6.5%

-1.8%

7.0%

-0.5%

-24.5%

0.3%-2.2%

-35%

-30%

-25%

-20%

-15%

-10%

-5%

0%

5%

10%

0.0

2.0

4.0

6.0

8.0

10.0

12.0

Revenue YoY Growth

0.3

0.7

-0.1

0.3 0.2

0.7

-0.1

0.50.2

0.8

1.4 1.4 1.4 1.11.3 1.3

16%

31%

-9%

11% 12%

27%

-5%

18%

10%

31%

13% 13% 13%14%

15% 16%

-15%

-10%

-5%

0%

5%

10%

15%

20%

25%

30%

35%

-0.4

-0.2

0.0

0.2

0.4

0.6

0.8

1.0

1.2

1.4

1.6

EBITDA margin

Source: Deutsche Bank, Company data Source: Deutsche Bank, Company data

Historical GDP review

Free-to Air TV revenue trends, especially in the CEE region, have been highly correlated to GDP trends. With key /prime channels such as PoP TV in Slovenia moving to a pay-TV world would reduce the volatility and dependence on advertising revenue by the increasing and more stable “carriage fee” revenue stream.

Figure 16: Slovenia – GDP Growth (const prices) Figure 17: Croatia- GDP Growth (const prices)

1.2%

0.6%

-2.7%

-1.1%

3.1%

2.3%2.5% 2.5%

2.0% 2.0%1.8% 1.8% 1.8%

-3.0%

-2.0%

-1.0%

0.0%

1.0%

2.0%

3.0%

4.0%

-1.7%

-0.3%

-2.2%

-1.1% -0.5%

1.6%

2.9% 2.9%2.6%

2.5%2.3% 2.2% 2.1%

-3.0%

-2.0%

-1.0%

0.0%

1.0%

2.0%

3.0%

4.0%

Source: Deutsche Bank, IMF Source: Deutsche Bank, IMF

15 January 2018


United Group


IPO Scenarios

Exit scenarios

The current ownership structure consists of management and founding partners owning c. 30% of the equity with balance owned by KKR which bought in to the company in March 2014 for an EV of €1bn.

We don’t think a trade sale or equity listing is imminent in the short term as the business needs to close and integrate the acquired assets. As such, any potential listing would thus take place closer to the call dates of the capital structure, limiting any capital upside.

Furthermore, there is also the question of whether management would like to eventually exit through as sale to a strategic or remain invested? A desire to continue to remain invested would probably favour a share listing vs an outright sale.

We believe that any equity sales, especially if executed earlier rather than later, will largely be a primary share to de-lever the balance sheet.

Figure 18: IPO Assumptions

IPO share issues Primary Secondary Size of offering

Value of issue (€ m) 300 25 325

FY 2018 Net Debt 1,357

PF FY 2018 EBITDA 285

Net Leverage FY 2018 4.8x

Deleveraging 1.1x

Net Leverage FY 2018 post IPO 3.7x

Source: Deutsche Bank

We see EV values well ahead of the valuation at the time of the KKR acquisition, adjusted for all the bolt-on acquisitions completed or about to be completed.

Figure 19: EV Valuation

EV EBITDA multiple

2018E

EBITDA

6.0x 6.5x 7.0x 7.5x 8.0x 8.5x 9.0x 9.5x 10.0x

260 1,560 1,690 1,820 1,950 2,080 2,210 2,340 2,470 2,600

270 1,620 1,755 1,890 2,025 2,160 2,295 2,430 2,565 2,700

285 1,708 1,850 1,992 2,135 2,277 2,419 2,561 2,704 2,846

300 1,800 1,950 2,100 2,250 2,400 2,550 2,700 2,850 3,000

330 1,980 2,145 2,310 2,475 2,640 2,805 2,970 3,135 3,300

340 2,040 2,210 2,380 2,550 2,720 2,890 3,060 3,230 3,400 Source: Deutsche Bank

However, pre-money equity valuation continues to be negatively impacted by the relatively high leverage level, especially relative to other competitors.

Figure 20: Implied Pre-money Equity Value

EV EBITDA multiple

2018E

EBITDA

6.0x 6.5x 7.0x 7.5x 8.0x 8.5x 9.0x 9.5x 10.0x

260 203 333 463 593 723 853 983 1,113 1,243

270 263 398 533 668 803 938 1,073 1,208 1,343

285 350 493 635 777 920 1,062 1,204 1,346 1,489

300 443 593 743 893 1,043 1,193 1,343 1,493 1,643

15 January 2018


United Group


330 623 788 953 1,118 1,283 1,448 1,613 1,778 1,943

340 683 853 1,023 1,193 1,363 1,533 1,703 1,873 2,043 Source: Deutsche Bank

Due to the leverage levels, we believe any equity raise will be largely primary shares in order to de-lever the business to better reflect leverage levels in the broader public markets and also in order to improve the FCF generation of the business.

Figure 21: Deleveraging with the Primary Share Sale

EUR (m) Primary Share Issue

2018E

EBITDA

150 200 250 300 350 400 450

260 -0.6x -0.8x -1.0x -1.2x -1.3x -1.5x -1.7x

270 -0.6x -0.7x -0.9x -1.1x -1.3x -1.5x -1.7x

285 -0.5x -0.7x -0.9x -1.1x -1.2x -1.4x -1.6x

300 -0.5x -0.7x -0.8x -1.0x -1.2x -1.3x -1.5x

330 -0.5x -0.6x -0.8x -0.9x -1.1x -1.2x -1.4x

340 -0.4x -0.6x -0.7x -0.9x -1.0x -1.2x -1.3x

Source: Deutsche Bank

The necessity to raise equity, to lower leverage and reduce cash interest (which could add c. €10-15m in annual FCF) is highlighted by the implied PF FCF Yield of the Group post listing, which would need to be accompanied by above average growth, for the investment case to particularly attractive.

15 January 2018


United Group


Figure 22: United Group Financial Summary

Issuer Size Maturity DB Rec Moody's S&P Next Call Call Price Ask Price YTW z-Spread

United Group B.V. 575 2022 C-S B2 B 01-Jul-19 102.188 104.500 2.7% 289

United Group B.V. 450 2023 C-H B2 B 01-Jul-18 100.000 101.900 0.2% 52

United Group B.V. 325 2024 C-S B2 B 01-Jul-20 102.438 104.375 3.8% 352

FYE Dec-31 (EUR m) 2015A Q1 16A Q2 16A Q3 16A Q4 16A 2016A Q1 17A Q2 17A Q3 17A Q4 17E 2017E 2018E 2019E

Summary P&L Dec-15 Mar-16 Jun-16 Sep-16 Dec-16 Dec-16 Mar-17 Jun-17 Sep-17 Dec-17 Dec-17 Dec-18 Dec-19

Net Sales 377 104 118 115 123 460 121 128 133 138 521 613 696

Adj EBITDA 161 45 49 47 50 190 53 56 59 57 225 259 293

Adj EBITDA margin % 42.7 % 43.8 % 41.4 % 40.6 % 40.3 % 41.4 % 43.9 % 43.4 % 44.4 % 40.9 % 43.1 % 42.3 % 42.1 %

D & A and other opex (107) (29) (30) (31) (37) (127) (34) (37) (38) (35) (144) (165) (186)

Operat ing Prof it 34 13 16 13 (2) 40 16 14 8 18 56 74 86

Operating margin % 9.1 % 13.0 % 13.6 % 11.4 % (2.0)% 8.7 % 13.0 % 10.6 % 6.3 % 13.0 % 10.7 % 12.1 % 12.4 %

Interest expense, net (60) (20) (12) (17) (9) (58) (18) (48) (18) (15) (113) (61) (61)

Prof it /Loss before tax (25) (7) 4 (4) (11) (18) (3) (34) (9) 3 (57) 13 26

Income tax expense (2) (0) (4) (3) 8 2 (1) (2) (2) (0) (5) (1) (3)

Other - (1) (0) 0 1 - (1) 2 (3) - - - -

Net Prof it (27) (8) 0 (7) (2) (16) (4) (34) (15) 2 (62) 12 23

Cash Flow Summary

EBITDA - Adjusted 161 45 49 47 50 190 53 56 59 57 225 259 293

Capex (150) (24) (36) (37) (46) (143) (34) (35) (40) (28) (136) (144) (160)

Adj. EBITDA - Capex 11 21 13 10 4 48 19 21 20 29 88 115 133

Changes in Wcap (8) (14) (15) (3) 15 (17) (2) (18) (4) 15 (9) (14) (10)

Cash Taxes Paid (2) (0) (2) (1) (3) (6) (1) (1) (2) (1) (5) (4) (5)

Cash Interest Paid (53) (0) (25) (2) (31) (58) (0) (32) (43) (5) (81) (61) (61)

Free Cash Flow (52) 7 (28) 3 (15) (34) 15 (30) (29) 38 (6) 36 57

Acquisitions (66) (20) - (12) (5) (39) - (42) (0) (11) (52) (235) (3)

Adj. Free Cash Flow (118) (13) (28) (10) (20) (73) 15 (71) (29) 27 (58) (199) 54

CFs from Operating Act. 88 30 4 41 16 91 47 2 (1) 65 113 180 217

CFs from Investing Act. (220) (25) (37) (84) (43) (189) (38) (78) (41) (38) (195) (379) (163)

CFs from Financing Act. 131 1 26 68 3 98 43 33 254 (35) 295 (20) -

Effect of FX/ Other - (3) 3 (0) 0 (0) (0) 0 0 - 0 - -

Net change in cashflow (1) 3 (4) 24 (24) (1) 52 (43) 212 (8) 213 (219) 54

Summary Balance Sheet Items

Cash and Equiv. 15 19 14 38 14 14 66 23 234 227 227 8 62

RCF 61 82 87 30 38 38 85 121 55 20 20 - -

Total Cash-Pay Debt 718 741 767 832 837 837 880 913 1,420 1,385 1,385 1,365 1,365

Total Debt (incl. PIK) 918 945 976 1,045 1,055 1,055 1,103 1,141 1,420 1,385 1,385 1,365 1,365

Net Cash-Pay Debt 703 722 753 794 823 823 814 890 1,186 1,158 1,158 1,357 1,303

PF Credit Stat ist ics (LHA)

Coverage

Adj. EBITDA/Cash int. 3.0 x 3.2 x 3.0 x 3.3 x 3.3 x 3.3 x 3.4 x 3.1 x 2.0 x 2.8 x 2.8 x 4.3 x 4.8 x

Adj. EBITDA-Capex/Cash int. 0.2 x 0.3 x 0.3 x 0.6 x 0.8 x 0.8 x 0.8 x 0.8 x 0.6 x 1.1 x 1.1 x 1.9 x 2.2 x

Total Cash-pay Debt/LHA Adj. EBITDA 4.1 x 4.1 x 4.1 x 4.4 x 4.3 x 4.3 x 4.3 x 4.2 x 6.2 x 6.0 x 6.0 x 4.9 x 4.6 x

Net Cash-Pay Debt /LHA Adj . EBITDA 4.0 x 4.0 x 4.0 x 4.2 x 4.3 x 4.3 x 4.0 x 4.1 x 5.2 x 5.0 x 5.0 x 4.9 x 4.4 x

Net Cash-Pay Debt /LTM Adj . EBITDA 4.4 x 4.2 x 4.1 x 4.3 x 4.3 x 4.3 x 4.1 x 4.3 x 5.4 x 5.2 x 5.2 x 5.2 x 4.5 x

PF Leverages (Inc l: Synergies )

Net Cash-Pay Debt/LHA Adj. EBITDA - incl Synergies 5.2 x 5.0 x 5.0 x 4.7 x 4.4 x

Net Cash-Pay Debt/LTM Adj. EBITDA - incl Synergies 5.4 x 5.1 x 5.1 x 4.9 x 4.5 x

Total Debt(incl PIK) /LHA Adj. EBITDA 5.3 x 5.3 x 5.2 x 5.5 x 5.5 x 5.5 x 5.4 x 5.2 x

Net Debt (inc l P IK) /LHA Adj . EBITDA 5.2 x 5.2 x 5.1 x 5.3 x 5.4 x 5.4 x 5.0 x 5.1 x

Net Debt (inc l P IK) /LTM Adj . EBITDA 5.6 x 5.4 x 5.3 x 5.4 x 5.5 x 5.5 x 5.2 x 5.5 x

FCF (pre dividend)/Total debt (excl PIK) -7.3% -7.5% -10.7% -6.4% -4.1% -4.1% -2.9% -2.9% -4.1% -0.4% -0.4% 2.6% 4.2%

FCF (post dividend)/Total debt (excl PIK) -16.4% -19.1% -12.9% -10.3% -8.7% -8.7% -4.8% -9.4% -7.4% -4.2% -4.2% -14.6% 4.0%

Capital Structure Debt Amort isat ion Prof ile

PF 30 Sep '17*

Book Val Net Lev. Net Lev.

LHA LHA

( incl. Syn)(excl. Syn)

RCF '22 (€100m, Super senior) 96

Serbian RCF '20 (€20m and €60m, unsecured) -

€ 4.375% Sr Sec Nts '22 575

€ (E+4.375%) Sr Sec FRN's '23 450

€ 4.875% Sr Sec Nts '24 325

Capital leases 8

Other Debt 7

Tota l Debt 1,461 5.2 x 5.8 x Est imated Liquidity PF Sep '17

Cash balances 34

Committed revolver available 84

Short term debt (1)

* PF for (i) acquire CME's croatian and slovenia media assets for €230m Total Liquidity 118

(ii) Use of RCF to fund the remaining €30m of the acquisition price of CME assets, acquire Cable Target(€10m) and deferred payment for Fight Channel

Security

€ 4.375% Sr Sec Nts '22

€ (E+4.375%) Sr Sec FRN's '23

€ 4.875% Sr Sec Nts '24

- - - -

671

450

325

0

100

200

300

400

500

600

700

800

2017 2018 2019 2020 2021 2022 2023 2024

Source: Deutsche Bank, Bloomberg Finance LP, Company data

15 January 2018


United Group


Figure 23: United Group - Overview

Business Descript ion Recent Headlines or Upcoming Events

30 May '17 United Group reports Q1 17 Results, Revenue +39.9% YoY (Organic +8%),

EBITDA +36.2% (Organic: +23.6%)

20 Apr '17 Completes the acquisition of IKOM (93k cable customers) for €45m

6 Apr '17 Completes the acquisition of Fight Channel d.o.o., Croatia, for €2.5m

18 Jul '16 United Group announces the launch of its offering of €150m 7.875% Sr Sec

Nts due 2020; UOP to repay RCF, planned acquisitions and GCP

Q1 16 Signed an SPA for acquisition of Maxtel, a Dark fibre B2B operator in Slovenia,

for a total consideration of €4m

14 Oct '15 United Group acquires Mkabl, a cable operator in Montenegro with close to

20 thousand unique cable subscribers and 30 thousand RGUs, for €12 million.

Jun'15 United Group plans to complete the acquisition of BHB Cable TV d.o.o, a

cable pay-TV operator in Bosnia and Herzegovina

Jun'15 Company has announced intention to acquire five relatively small cable TV

operators in Bosnia and Herzegovina. Expected to close in Jun 2015

1 Apr '15 Closing of Tušmobil acquisition for €110m of which €26m to be paid in 3yrs

equivalent to 10.0x EV/EBITDA multiple

1 Apr '15 Issued Tap worth €150m of 7.875% Sr sec notes '20 used to fund the

acquisition

Divisional Revenue RGU Breakdown

Historical EBITDA Performance and Margin Trends EBITDA & Margin Performance

Net Sa les Margin

2011A 174 45.6 %

2012A 192 47.7 %

2013A 243 44.9 %

2014A 284 47.1 %

2015A 377 42.7 %

2016A 460 41.4 %

2017E 521 43.1 %

2018E 613 42.3 %

2019E 696 42.1 %

Divisional in format ion Dec-15 Mar-16 Jun-16 Sep-16 Dec-16 Dec-16 Mar-17 Jun-17 Sep-17 Dec-17 Dec-17 Dec-18 Dec-19

FYE Dec-31 (EUR m) 2015A Q1 16A Q2 16A Q3 16A Q4 16A 2016A Q1 17A Q2 17A Q3 17A Q4 17E 2017E 2018E 2019E

SBB Serbia 175 41 42 53 49 185 45 57 53 53 208 228 236

Telemach Slovenia 148 42 53 45 52 191 47 48 52 55 202 214 221

Telemach BH 42 13 13 14 15 55 15 16 16 16 62 67 69

United Media 47 15 17 21 21 74 27 29 29 29 114 120 126

CME Assets 60 127

Other Entities & Ellimination 23 6 6 10 9 32 7 14 10 9 41 41 41

Elimination (57) (13) (13) (28) (22) (77) (20) (36) (26) (25) (107) (116) (124)

Total Revenues 377 104 118 115 123 460 121 128 133 138 521 613 696

YoY growth - reported 33.0 % 39.8 % 21.3 % 12.6 % 18.5 % 21.8 % 16.9 % 8.5 % 16.1 % 12.4 % 13.3 % 17.6 % 13.6 %

SBB Serbia 66 18 18 19 20 76 22 22 25 23 91 100 104

Telemach Slovenia 56 15 17 15 17 63 15 16 17 17 64 71 73

Telemach BH 17 4 5 5 5 19 6 5 5 5 22 23 24

United Media 15 6 6 5 6 24 9 10 10 9 37 41 43

CME Assets 14 39

Other Entities & Ellimination 7 2 2 2 2 9 2 3 2 3 10 10 10

Adj . EBITDA 161 45 49 47 50 190 53 56 59 57 225 259 293

% margin 42.7 % 43.8 % 41.4 % 40.6 % 40.3 % 41.4 % 43.9 % 43.4 % 44.4 % 40.9 % 43.1 % 42.3 % 42.1 %

YoY growth 20.6 % 36.2 % 21.2 % 8.1 % 12.0 % 18.3 % 17.3 % 13.8 % 27.0 % 13.9 % 17.9 % 15.4 % 13.0 %

Capex 150 24 36 37 46 143 34 35 40 28 136 144 160

as a % of sales 39.7 % 23.3 % 30.2 % 32.2 % 37.4 % 31.1 % 28.3 % 27.1 % 29.6 % 20.0 % 26.1 % 23.5 % 23.0 %

Subscr ibers

Cable TV 920 922 928 958 967 967 973 1,079 1,091 1,070 1,070 1,090 1,102

Broadband 558 566 579 603 626 626 637 704 721 716 716 752 756

Telephony 343 364 382 404 431 431 453 482 506 519 519 591 599

DTH 474 475 474 484 467 467 498 501 501 506 506 526 530

OTT 107 110 110 112 115 115 119 118 123 123 123 123 123

Mobile 331 343 361 380 399 399 414 430 448 463 463 503 531

Others 116 112 116 118 117 117 117 116 108 108 108 108 108

Blended ARPU (YTD) 18.3 19.0 19.1 19.3 19.4 19.4 20.0 20.1 20.2

190

225

259

293

EBITDA

79

91

109

134

161

38 %

40 %

42 %

44 %

46 %

48 %

50 %

-

50

100

150

200

250

300

350

2011A 2012A 2013A 2014A 2015A 2016A 2017E 2018E 2019E

SBB Serbia, 42%

Telemach

Slovenia, 39%

Telemach BH,

12%

United Media,

20%

Others, 8%Elimination, -22%

LTM Revenues

United Group is a group of companies that provide cable and satellite pay-TV, broadband and fixed-line

telephony services in Slovenia, Serbia and Bosnia and Herzegovina. The company has advanced fibre

and cable network which covers across regions in Slovenia, Serbia and Bosnia and Herzegovina and as

of June 30, 2016, provided analogue and digital cable pay-TV services, broadband, fixed-line and mobile

services to approximately 2.9 million RGU's. On 1 April 2015, United Group closed the acquisition of

Tusmobil for €110m . On March 6 2014, funds affiliated with KKR completed the group's acqusition

for a total enterprise value of €1bn.

Cable pay-

TV

38%

DTH pay-TV

24%

Broadband

17%

Fixed

telephony

17%

Other

4%

RGUs

Source: Deutsche Bank, Company data

15 January 2018


United Group


Figure 24: United Group Capital Structure Summary

Organizat ional Structure

€ 575m 4.375% Senior Secured Notes Due 2022

Governing Law of Indenture: New York Law

Ranking/Security/Guarantees: The notes will be general senior obligations of the Issuer and will be guaranteed by Adria Midco B.V., Adria Serbia Holdco B.V., Bosnia Broadband S.à r.l., Slovenia

Broadband, Adria Cable B.V., Adria Media B.V., Telemach BH, Telemach Slovenia, Telemach Rotovˇz d.d. and Telemach Tabor d.d.; For the twelve months ended

March 31, 2017, the Issuer and the Guarantors generated 46.2% of the Company’s revenue and 42.9% of the Company’s Adjusted EBITDA, and represented

54.0% of Total Assets.

The Notes are secured by (i) shares of the Issuer, Adria Serbia Holdco B.V., Adria Cable B.V., Adria Media B.V., Slovenia Broadband and Bosnia Broadband S.à r.l.;

(ii) certain bank accounts of the Issuer, the Company, Adria Serbia Holdco B.V., Adria Cable B.V., Adria Media B.V., Slovenia Broadband and Bosnia Broadband S.à r.l.;

and (iii) certain receivables owing to Adria Cable B.V., Slovenia Broadband and Bosnia Broadband S.à r.l. in respect of intercompany loans.

In the event of an enforcement, the holders of the Notes will receive proceeds from such Collateral only after the lenders under the RCF, counterparties to certain

hedging obligations and other indebtedness that is permitted to be secured on a super priority basis have been repaid in full.

Optional Redemption: Prior to July 1, 2019 - MW premium prior B+50pbs; Equity Claw 40% of the Notes at 104.375%; Redeem 10% of the aggregate principal every year at 103%

Call Schedule: Jul-19 102.188% Jul-20 101.094% Jul-21 100.000%

Change of Control Put: 101%; Specified Change of Control Event implies no Change of Control if Consolidated Net Leverage ratio is < 5.0x within 18 months of the issue date

and < 4.5x after 18 months of the original issue date. Only one Specified Change of Control event permitted after the issue date.

Debt Incurrence Test: Consolidated Leverage Ratio < 5.0x

Carve-outs Credit Facility Basket: Greater of (i) €135m + debt incurred under credit facility ≤ €125m and (ii) 100% of EBITDA; CLO: Greater of €20m and 7.5% of EBITDA, Local

lines of credit, bilateral facilities, working capital facilities: Greater of €40m and 15% of EBITDA, General Basket - Greater of €40m and 15% of EBITDA

Restricted Payments Test: 100% of Consolidated EBITDA for the period less 1.5 times the consolidated interest expense for the period

Carve-outs General Basket - greater of €20m and 7.5% of Consolidated EBITDA; No RP restriction if consolidated leverage below 3.5x

Permitted Investments: Greater of €25m and 3.1% of Total Assets

€ 450m (E+4.375%) Senior Secured FRN's due 2023











Optional Redemption: MW premium prior to July 1, 2018, B+50pbs;

Call Schedule: Jul-18 100.000%









€ 325m 4.875% Senior Secured Notes Due 2024











Optional Redemption: Prior to July 1, 2020 - MW premium B+50pbs; Equity Claw 40% of the Notes at 104.875% ; Redeem 10% of the aggregate principal every year at 103%

Call Schedule: Jul-20 102.438% Jul-21 101.219% Jul-22 100.000%









Equity Ownersh ip

KKR and EBRD - 70.3%, Management through Gerrard Enterprises LLC, Dragan ˇSolak and Cable Management Company Ltd - 26.2% and Middlesbor Associates Limited - 3.5% Source: Deutsche Bank, Offering Memorandum, Company data

15 January 2018


United Group


Appendix 1

Important Disclosures

*Other information available upon request

Disclosure checklist

Institution Disclosure

United Group NA Prices are current as of the end of the previous trading session unless otherwise indicated and are sourced from local exchanges via Reuters, Bloomberg and other vendors . Other information is sourced from Deutsche Bank, subject companies, and other sources. For disclosures pertaining to recommendations or estimates made on securities other than the primary subject of this research, please see the most recently published company report or visit our global disclosure look-up page on our website at http://gm.db.com/ger/disclosure/DisclosureDirectory.eqsr. Aside from within this report, important conflict disclosures can also be found at https://gm.db.com/equities under the "Disclosures Lookup" and "Legal" tabs. Investors are strongly encouraged to review this information before investing.

For disclosures pertaining to recommendations or estimates made on a security mentioned in this report, please see the most recently published company report or visit our global disclosure look-up page on our website at http://gm.db.com/ger/disclosure/DisclosureDirectory.eqsr For historical recommendations pertaining to a European security mentioned in this report, please visit our website at http://gm.db.com/welcome.html?about/spreadsheet.html

Analyst Certification

The views expressed in this report accurately reflect the personal views of the undersigned lead analyst(s) about the subject issuer and the securities of the issuer. In addition, the undersigned lead analyst(s) has not and will not receive any compensation for providing a specific recommendation or view in this report. Vivek Khanna

15 January 2018


United Group


Deutsche Bank debt rating key Bond rating dispersion and banking relationships

CreditBuy (“C-B”): The total return of the Reference Credit Instrument (bond or CDS) is expected to outperform the credit spread of bonds / CDS of other issuers operating in similar sectors or rating categories over the next six months.

CreditHold (“C-H”): The credit spread of the Reference Credit Instrument (bond or CDS) is expected to perform in line with the credit spread of bonds / CDS of other issuers operating in similar sectors or rating categories over the next six months.

CreditSell (“C-S”): The credit spread of the Reference Credit Instrument (bond or CDS) is expected to underperform the credit spread of bonds / CDS of other issuers operating in similar sectors or rating categories over the next six months.

CreditNoRec (“C-NR”): We have not assigned a recommendation to this issuer. Any references to valuation are based on an issuer’s credit rating.

Reference Credit Instrument (“RCI”): The Reference Credit Instrument for each issuer is selected by the analyst as the most appropriate valuation benchmark (whether bonds or Credit Default Swaps) and is detailed in this report. Recommendations on other credit instruments of an issuer may differ from the recommendation on the Reference Credit Instrument based on an assessment of value relative to the Reference Credit Instrument which might take into account other factors such as differing covenant language, coupon steps, liquidity and maturity. The Reference Credit Instrument is subject to change, at the discretion of the analyst.

25 %

70 %

4 %54 %

62 %

71 %

0

50

100

150

200

250

Buy Hold Sell

European Universe

Companies Covered Cos. w/ Banking Relationship

(a)

15 January 2018


United Group


(b) Additional Information

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United Group


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15 January 2018


United Group


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15 January 2018


United Group


research may not be distributed to the Taiwan public media or quoted or used by the Taiwan public media without

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Taipei Branch may not execute transactions for clients in these securities/instruments.

Qatar: Deutsche Bank AG in the Qatar Financial Centre (registered no. 00032) is regulated by the Qatar Financial Centre

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within the scope of its existing QFCRA license. Its principal place of business in the QFC: Qatar Financial Centre, Tower,

West Bay, Level 5, PO Box 14928, Doha, Qatar. This information has been distributed by Deutsche Bank AG. Related

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within the scope of its existing CMA license. Its principal place of business in Saudi Arabia: King Fahad Road, Al Olaya

District, P.O. Box 301809, Faisaliah Tower - 17th Floor, 11372 Riyadh, Saudi Arabia.

United Arab Emirates: Deutsche Bank AG in the Dubai International Financial Centre (registered no. 00045) is regulated

by the Dubai Financial Services Authority. Deutsche Bank AG - DIFC Branch may undertake only the financial services

activities that fall within the scope of its existing DFSA license. Its principal place of business in the DIFC: Dubai

International Financial Centre, The Gate Village, Building 5, PO Box 504902, Dubai, U.A.E. This information has been

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defined by the Dubai Financial Services Authority.

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Copyright © 2018 Deutsche Bank AG

David Folkerts-Landau Group Chief Economist and Global Head of Research

Raj Hindocha Global Chief Operating Officer

Research

Michael Spencer Head of APAC Research

Global Head of Economics

Steve Pollard Head of Americas Research

Global Head of Equity Research

Anthony Klarman Global Head of Debt Research

Paul Reynolds Head of EMEA

Equity Research

Dave Clark Head of APAC

Equity Research

Pam Finelli Global Head of

Equity Derivatives Research

Andreas Neubauer Head of Research - Germany

Spyros Mesomeris Global Head of Quantitative

and QIS Research

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Deutsche Bank AG London

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Company United Grouppg.jrj.com.cn/acc/Res/CN_RES/INVEST/2018/1/15/9136d88d... · 2018. 1. 26. · company issued €1.35bn of new debt and redeemed the existing €775m 7.875% Sr.

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