Troubled Sadia of Brazil vulnerable to private equity break-up
- April 23, 2009
||reports of merger with main competitor, April 2009
||Sadia S.A. (Brazil), leading domestic processed food producer and meat exporter
||candidates include CapVest, Permira, Blackstone (private equity firms)
||shareholders of Sadia (public company)
||restructuring opportunity, split of processed foods and meat businesses
||financial problems caused by forex and derivatives losses, low growth in 2009
||valuation based on Permiraâs acquisition of Unileverâs frozen foods brands in Europe (2006)
Sadia represents a classic buy-out opportunity, and perhaps in a more favourable credit environment that might already have happened. The group is the no.1 player in several processed foods categories in Brazil; in 2008 it grew sales strongly, had an EBITDA margin of over 10%, and invested a record amount in capex to increase capacity. In the same year, it made a big financial loss, causing its net debt ratio to shoot up. Attempts to save the company through M&A appear misguided.
With origins as a meat company, principally poultry, Sadia now derives 80% of its domestic sales from frozen and chilled processed foods, ranging from ready meals to margarine to desserts. It holds the no.1 market position in most categories that it serves in Brazil; its brand is reported to be the most valuable one in that countryâs food business.
Domestic sales reached US$ 3 bln in 2008, growing by 13% in volume terms but 26% in value. This average price increase demonstrates the strong position enjoyed by the group and its brand in Brazil.
In parallel, nearly half of Sadiaâs revenues are from international markets, and the group is Brazilâs biggest exporter of meat. Its sales spread is well balanced across most continents in the world, facilitated by a network of sales offices in various geographies.
Export sales reached US$ 2,5 bln in 2008, growing by 19% in volume terms but 41% in value. This side of Sadiaâs business is mostly an unbranded or commodity meat operation, with only 10% of sales being of processed products.
Financially, the company is healthy in operating terms, with an EBITDA margin of over 10% in 2008. However, owing to unprecedented losses from forex and derivatives, the group made a net loss of nearly US$ 2 bln; this caused Sadiaâs net debt to shoot up, from a historical level of under x2,0 EBITDA to nearly x6,0 EBITDA at the end of 2008.
These are not the only factors that make Sadia both attractive and vulnerable to a private equity bid.
In 2008 the group invested a record amount in capex, $800 mln, to increase capacity by 30%. The capex plan for 2009 is for less than one-third of this amount. So, Sadia looks like a fully-invested and modernised business in manufacturing terms.
Sadia is also a public company, with quite a broad shareholder base and listings on three national exchanges. Its shareholders are sure to be examining their options at this point, especially when there are no signs that the group will recover organically; its forecast for 2009 is for sales volume growth to fall to 5%, and for the EBITDA margin to drop below 10%.
As for an M&A route to recovery, Sadiaâs main focus appears to be some form of merger or alliance or asset sale, involving its main competitor in Brazil, Perdigao. That might be misguided, in our view; marriages of equals are hard to execute, and anti âmonopoly issues are bound to arise in this case.
In our opinion, a private equity consortium might well acquire Sadia, and then split its domestic, branded processed foods business away from its export, commodity meat division. Itâs hard to imagine a strategic investor that would want to buy Sadia as a whole; also, frozen and chilled packaged foods are more the domain of private equity globally, these days.
To the extent they can invest in South America, the private equity firms CapVest and Permira might be prime contenders as buyers. Both have âŹ 2 bln turnover frozen packaged foods businesses in Europe; CapVest in the UK, France and Nordic region (through its FoodVest vehicle), and Permira in the UK and Germany (Igloo and Birdâs Eye brands). Adding Sadia would double this turnover for either of them.
Also, and as weâve said before, these two frozen foods giants need to expand their geographic footprint as widely as possible, in order to maximize the value of any future exit through public equity market listings. Previously, weâd only considered additional European countries; but why not South Americaâs biggest geography, Brazil, as an expansion play?
Sadiaâs valuation might need to take into account the commodity nature of its meat export half. Buyers for this business are more likely to be big trading companies, like Cargill, than branded packaged foods players. Unless of course Tysonâs reported interest in Sadia materializes.