Germán Efromovich’s offer for TAP

According to Jornal de Negócios, the only bidder for the privatization of TAP has made a revised final offer to acquire TAP which, not surprisingly, is lower than the original non-binding offer since he is the only bidder for TAP. According to JN, the government is disappointed but wants to negotiate which says a lot about whoever is handling the negotiation on the Portuguese government side, as I shall argue below.

Jornal de Negócios states that the Germán Efromovich is offering to assume TAP’s debt of €1,2bn (TAP’s net debt is in fact €1,05 bn, about 60% of which concerns its fleet leasing debt) and to inject €300 mn in the company. He would then pay as little as €20 mn to the government for the (complete?) ownership of the company, but according to Jornal de Negócios he wants to pay even less than the €20mn.

Maybe there are additional details not reported by Jornal Negócios, because typically this type of acquisitions are based on EBITDA (Earnings before interest depreciation and amortization) multiples. But if Jornal de Negócios is correct, Gérman Efromovich’s bid looks very very low – TAP seems much more valuable, as I shall argue below.

Ricardo Arroja wrote a very interesting post in Insurgente about TAP’s privatization, which called my attention because he looked at the balance sheet of TAP. Thus, Ricardo Arroja’s post made me curious and I analyzed TAP’s balance sheet.

Now, first, one correction to Jornal de Negócios. Germán Efromovich is not assuming any of TAP’s debt. TAP’s balance sheet already assumes that debt, i.e., TAP has assets which are worth about €300 mn less than its liabilities (including the €1,2bn debt). Any buyer would likely keep TAP’s debt on its balance sheet since in this way the buyer can maximize the return on investment and optimize his tax bill.

Now everyone assumes that TAP is over-indebted and worries about TAP’s negative equity. But businesses do not need positive equity levels to function. What they need is positive cash flows. TAP has positive operational cash flows and EBITDA and has managed to stabilize debt levels.

More important, TAP’s debt levels do not seem high at all for a company of its dimension. TAP’s interest and leasing costs are a small fraction of the company’s total costs, which means that capital, while important, is not the key variable for TAP’s business.

Perhaps the following example will clarify my point. If TAP uses half of the €300mn capital injection proposed by Germán Efromovich to increase its working capital, and the other half to reduce its stock of debt, its financing costs would fall by about €9mn, or by about 0.4% of the company’s total costs, i.e., by a negligible amount. This signals that while further capital is helpful – and might help TAP expand or better hedge fuel cost risks - , TAP will likely be able to thrive in the future even without any capital injection.

I do not have information on TAP's most recent financial numbers. However, the 2011 balance sheet indicates that TAP is in a situation where slight operational improvements in revenues and slight decreases in costs will result in a marked improvement of its results and reflect favorably on its balance sheet. A 5% increase in revenues and a 5% decrease in operational expenditures will likely result in improvement to EBITDA of about €250 million per year, or about 70%-80% of what Germán Efromovich wants to pay for TAP.

TAP’s EBITDA in 2011 was €106mn. A purchase price based on a multiple of 10 of the 2011 EBITDA seems a fairly run of the mill (modest) valuation for the company. It would mean TAP would be worth about €1bn, which less the €300mn capital injection means a sale price of about €700 mn. But if an improvement in EBITDA of €250 million relative to the 2011 performance is assumed, then TAP would be worth €3.2bn (already net of the capital injection).

But I am likely being conservative here. Gérman Efromovich owns airline companies. This means he is likely to obtain significant synergies between his different airlines.  Greater synergies mean larger EBITDAs, which mean TAP is likely much more valuable for this entrepreneur than the €3bn I estimate above.

In my view, TAP is on course – bar unexpected shocks - to become systematically profitable in the short term. Germán Efromovich will get his investment back very quickly. He is a shrewd investor and if he succeeds in his bid he will have a very high return on his investment.

But he must be innerly laughing at the apparently “naïve” selling side (i.e., the Portuguese negotiators) who are begging him to condescend to give a few more millions of euro or even possibly willing to pay Germán  Efromovich to get rid of TAP.

Finally, TAP is one of the country’s largest exporters and plays a key role in one of the country’s leading export industries (tourism). It also is one of the main airlines for connections to Portuguese language countries in Africa and South America (CPLP), some of which are also Portugal’s fastest growing export markets. Portugal’s adjustment requires a huge improvement in external trade for the current or any other adjustment program to succeed. From a macroeconomic policy making point of view one does not want to play around casually with one of the key players in our export industry precisely at this time in History. But none of this appears to be of any relevance to our decision makers.