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Q1 2017 · Earnings Call Transcript

May 12, 2017

Executives

Laura Carrigan - Investor Relations Seth Mersky - Senior Managing Director Christopher Govan - Chief Financial Officer David Mansell - Managing Director Anthony Munk - Senior Managing Director Tawfiq Popatia - Managing Director

Analysts

Geoffrey Kwan - RBC Capital Markets Paul Holden - CIBC World Markets Scott Chan - Canaccord Genuity

Operator

Welcome to the Onex’s First Quarter 2017 Conference Call. My name is Kristin, and I will be your conference operator today.

During the presentation, all participants will be in a listen-only mode. Afterwards, we will conduct a question-and-answer session.

[Operator Instructions] As a reminder, this conference is being recorded. I’ll now turn the call over to Ms.

Laura Carrigan, Director, Investor Relations at Onex. Please go ahead.

Laura Carrigan

Thank you, Kristin. Good morning, everyone, and thanks for joining us.

We are broadcasting this call live on our website. With me today, are Seth Mersky, Chris Govan, and a number of our Managing Directors.

The first quarter MD&A and consolidated financial statements are available on our website and have also been filed on SEDAR. Our supplemental information package, which includes the How We Are Invested schedule, Schedules of Fees and Expenses and additional information, is also available on our website.

Before we get started, just a reminder that all references to dollar amounts on this call are in U.S. unless otherwise stated.

I must also remind everyone of the usual forward-looking statements disclaimer and need to point out that all information related to the fair value of our private companies is the view of Onex management. In addition, later in this call, we’ll reference certain credit offerings, including collateralized loan obligations, or CLO offerings.

We’re required to remind you that these offerings are made solely to qualified institutional investors and to certain non-U.S. investors in private transactions not requiring registration under U.S.

Securities Laws. The securities are not and will not be registered under U.S.

Securities Laws and cannot be offered or sold in the U.S. without registration or exemption.

Lastly, we’d like to let you know our Annual Investor Day will take place in Toronto on June 15. Should you be interested in attending, please contact me for details.

With that, I’ll now turn the call over to Seth.

Seth Mersky

Thank you, Laura, and good morning, everyone. We’ll start as usual with a bit of an update on what we are seeing in the market at large followed by updates on the first quarter and notable developments happening subsequent to quarter end.

So far in 2017 investors have shrugged off whatever political concerns they may have had in both the U.S. and in Europe.

While overall deal activity has stayed relatively consistent year-over-year. We are now close to eight years into a bull market in SOX.

As share prices recovered from their crisis lows and in many cases hit record highs, corporations have reengaged in M&A. As we've said before, it's not unusual to see a pick up in corporate dispositions either in anticipation of acquisitions or as a result.

CEO's acquiring new assets often want to pair their portfolios. While there may or may not be a direct correlation, not surprisingly two of our more recent acquisitions have been corporate carve-outs Clarivate and Save-A-Lot.

For us, that's a happy consequence of increased strategic M&A. For Onex, the other consequence of strong markets is the opportunity to take public, sell businesses we own today.

First quarter sponsor-backed IPO's have rebounded and exit multiples remain high, in the 10 times range, reflecting the continued strength of credit and equity markets. We capitalized on the strength of the IPO market and took both JELD-WEN and Emerald Expositions public.

As you know, we typically don't sell large stakes during IPO processes and we continue to remain majority shareholders of these businesses. Both companies have traded well since our IPOs based on yesterday's closing price JELD-WEN’s multiple on invested capital, including prior distributions is three times our total investment, Emerald’s multiple is 2.5 times.

In March, we agreed to sell USI for $4.3 billion with Onex expected to receive an additional $563 million from the sale, including carried interest of $65 million. This resulted in a return of 3.4 times our invested capital.

None of these wonderful outcomes happened as a result of strong markets alone. We are not in the business of predicting market cycles.

We’re in the business of working with great management teams, to make good businesses a whole lot better. So we owe some thank you this quarter.

To Kirk Hachigian, first our CEO and now our Executive Chairman of JELD-WEN for executing a phenomenal turnaround of the business. To Mark Beck, the current CEO of JELD-WEN for continuing that work and leading the efforts to take JELD-WEN into the public markets.

To David Loechner, for turning Emerald once a division of Nielsen into a standalone company and for adding $65 million of EBITDA through acquisitions and organic growth. To Mike C.

Cart for overseeing over 40 acquisitions [with best side] during the course of our partnership and driving EBITDA from a $255 million at acquisition to $357 million today. Kirk, Mark, David and Mike, thank you all very much from all of us at Onex.

In Kirk management teams, our Onex is visible tools for value creation. Our secret weapon is the network of nearly 100 independent directors spanning our many businesses.

They form an important part of the Onex talent ecosystem. It's a world-class group of people from some of the most successful businesses anywhere.

They help us source and retain talented executives to lead our businesses, set appropriate benchmarks for measuring success and act as important sounding boards. While you won't find any value for them on our balance sheet they had incalculable value to us.

Moving on, in March we closed on our acquisition of Parkdean resorts and operation of caravan parks in the UK. Onex Partners invested $612 million of which Onex’s share was $166 million.

The strength of several of our businesses combined with open credit markets allowed us to collectively raise or refinance a total of $1.3 billion of debt. This contributed to Onex and its partners receiving distributions of $80 million in the quarter.

Onex wants to be investing and selling businesses in all types of markets, while it doesn't always align perfectly, the last six months have been a good example of this. We deployed $2.5 billion in new investments and we will have returned $2.5 billion through realizations and distributions.

Moving on again, we recently launched fund raising for Onex Partners V, targeting $6.5 billion in total capital commitments of which Onex will commit $2 billion. At Onex credit, we completed our first European CLO for approximately €360 million in April.

This was a big event for the team as we establish our European presence. It took us longer than we expected, but we're excited about the opportunities that lie ahead.

We also repriced and upsized CLO-4 which extends the reinvestment period of the vehicle and allows us to earn management fees for four more years. Both of these events bring our assets under management at our credit platform to approximately $8 billion.

Our distinctive ownership culture requires Onex management to have a significant stake in Onex shares and to make meaningful personal investments in everything we do. Over the last 12 months, the team invested another $145 million in our companies.

Today our team has $2 billion invested in our shares, operating companies and credit platforms. This financial alignment is critical to our culture and overall success.

We all share in the risks and rewards of everything we own. I’d now like to hand it over to Chris.

Christopher Govan

Great, and thanks Seth, and good morning, everyone. I'll spend my time this morning reviewing Onex’s Q1 performance relative to our shareholder value model.

That model illustrates how we intend to generate long-term growth in Onex’s capital per share. As a reminder, we target being about 75% invested, earning blended returns from private equity and credit in the high teens and generating positive operating leverage from our asset management platforms.

So let's first look at our mix of assets. Changes in our asset mix are driven by Onex’s net investment activity, both in private equity and credit.

As Seth noted, in March we closed on Parkdean Resorts putting $166 million to work. Including the increase in value at our existing operating companies and net of almost $50 million in distributions, Onex's private equity exposure increased by about $430 million in the quarter.

At credit, there was $46 million increase in Onex’s invested capital driven by the finding of warehouse facilities and net of regular quarterly CLO distributions. Overall, Onex’s capital was 80% invested at March 31, up from 75% at year-end.

Seth mentioned a couple of significant second quarter events and these will affect our asset mix. Onex’s received $32 million from the Emerald IPO and expects to receive $563 million when the USI sales closes.

Pro forma for these Q2 transactions, cash as a percentage of hard NAV increases to 30% leaving Onex 70% invested. As usual, I’ll give you some color around our investment returns by reviewing the quarter-over-quarter changes in how we are invested schedule.

Looking at that schedule, you'll see a shift in value from Onex Partners’ private companies to public companies as a result of the JELD-WEN IPO. Overall, Onex Partners’ investments were up about $340 million driven by over $210 million of value creation in the quarter or about an 8% quarterly return from private equity.

The value creation at our operating company’s also resulted in $37 million of additional unrealized carrying interest for Onex. With the quarter end balance up $31 million after netting the $6 million realized on JELD-WEN.

As an aside, the strong start to 2017 has contributed to Onex’s five-year compound returns from private equity moving up to 20% in line with our target. It was a relatively unremarkable quarter in terms of returns from our credit platform.

Our credit hedge fund investments generated $3 million of value and the CLO equity investments were effectively flat in the quarter. However, the CLO investments continued to perform on a cash basis with $15 million of regular distributions or about a 12% annual yield on our original cost of about $500 million.

Looking at the schedule as a whole, Onex’s Q1 hard NAV per share was $60.77, up 4% since year-end. So my comments so far have focused on the $6.4 billion of capital that we invest on behalf of Onex shareholders, but our shareholders also benefit from over $18 billion we manage on behalf of fund investors.

We expect the management of this third-party capital to provide a positive contribution to hard NAV growth over time or what I call operating leverage. The schedule of fees and expenses that we published quarterly is one way to measure Onex’s operating leverage.

On this basis, our PE asset management platforms contributed $10 million over the last 12 months, while credit contributed $18 million. The overall contribution including the parent company came in at negative $3 million.

I will make a few comments around these results with a view to providing you some thoughts on what to expect going forward. With management fees from ONCAP IV beginning to accrue in November, our LTM private equity fees were $103 million, up from $96 million in the 12/31 LTM period.

Including a full-year of ONCAP IV fees, the current run rate is $107 million. This does not include the increase we would expect if OP V is raised and activated within the next year.

We report carry on a cash basis in this schedule, so you will see the LTM amount increased by $6 million as a result of the JELD-WEN IPO. We expect a meaningful increase in this LTM figure in Q2 as the sale of USI should result in $65 million of carry being distributed Onex.

I'd also expect variable compensation in our PE business to rise next quarter given the significant realized gain Onex expects from its stake in USI. However, the overall contribution on the Q2 schedule of fees and expenses should comfortably move into positive territory.

Moving on to credit, we continue to see steady growth in the free stream, with the LTM amount increasing to $40 million. As you know substantially all of the growth at credit in recent years has come from the build-out of our CLO platform.

We expect the direct lending initiative to provide a new avenue for fee growth going forward. Before I move on, I want to take a moment to discuss the amendment and upsizing of CLO-4 in April.

As a reminder, our CLOs reinvestment period is typically four years today. After CLOs reinvestment period expires, prepayments of the underlying loans will usually result in a slow decline in an equity holders projected IRR.

That’s because at that stage, principal proceeds from the underlying loan portfolio must be used to pay down the CLOs debt, and the AAA debt, the cheapest debt in the stack gets paid down first. So this deleveraging of the CLO causes the equity holders cost of financing to creep up.

And with today's strong credit markets encouraging refinancings the impact is accelerated. As a result, we are constantly exploring opportunities to optimize an existing CLOs structure, particularly at the end of its reinvestment period approaches.

In some cases, it will make sense to call a CLO, in which case we’d expect to replace that AUM and fees by raising a new hopefully larger one. That's what happened back in June 15 when we effectively replaced the 320 million CLO-1 with a new 750 million CLO-9.

In other cases it will make sense to refinance and extend the reinvestment period of a CLO. We did this with CLO-2 in November and again with CLO-4 in April.

Although, amendments don't get the same attention as a new issue they are an important part of building our CLO platform. With the amendments of CLO-2 and CLO-4, we locked up almost $1 billion of fee generating AUM for several more years.

As our CLO portfolio grows and matures you should expect to see CLOs being called, refinanced or amended regularly. It's a natural and ordinary part of growing the platform and importantly enhancing the returns on Onex’s equity investments.

As I say every quarter, we believe Onex’s share should reflect both the growth and the value of our investments and the growing contribution from managing fund investor capital. Over the past five years, our hard NAV per share has grown at 9% CAGR, while our fee generating AUM has grown 14% per year.

These results have translated into returns for our shareholders with the stock compounding at 15% per year in U.S. dollar terms over the same five-year period.

That completes my comments. And we’d now be happy to take any questions.

Operator

[Operator Instructions] Our first question comes from Geoff Kwan with RBC Capital Markets.

Geoffrey Kwan

Hi, good morning. I have a question on Carestream you had – I think it was in early April or early mid-April about the sale of the digital business.

And with the Company it was – I think it was the film side was kind of a lot of the legacy and the one that you were trying to transition more to the digital. I'm just kind of wondering now as you've held it for a number of years, granted it's given you a lot of cash flow over the years, but kind of what's the thought process around monetizing that last part of Carestream?

Seth Mersky

Yes. We did sell the dental digital portion of Carestream.

We still own the medical digital portion in the film business and we're in real time looking at that portfolio what we want to do that, but nothing really more to comment on at this time.

Geoffrey Kwan

Okay. And just the other question I had was just from a – thinking about it from the – our invested perspective given like I said I think the announcement came out in April, would the March 31 value kind of reflected let's call it kind of the kind of trading are going kind of typical value as opposed the actual announced value, and therefore we do see a bit of a lift presumably come June 30 or was it accounted for differently I think March 31?

Seth Mersky

We don't speak to individual marks, but it would be close.

Geoffrey Kwan

Right now I'm not going to ask about the actual month, I'm just talking like conceptually was it like would we do actually see a lift in the mark because it wasn't held at – that seems sale value at March 31 since the announcement came on April.

Christopher Govan

Geoff, it’s Chris. I think maybe just to give a little bit of detail; I think we spot about Carestream for quite a while now from a value perspective as kind of three separate businesses.

And I think Bobby’s point is – we do a good job around our valuations and the sale process was known, it obviously was going on for a while, and so I think we feel very comfortable about our March 31 mark.

Geoffrey Kwan

Okay. So it was kind of reflecting that this process was going on in other words.

Seth Mersky

Yes, that’s right. We knew that that was in process.

Geoffrey Kwan

Okay. Okay, that's all I was getting that.

Thank you.

Seth Mersky

Yes.

Operator

Our next question comes from Paul Holden with CIBC.

Paul Holden

Thanks. So good news on the fundraising for OP V including the amount.

Wondering if there's any thing you can share on that direct lending fund that we’ve been anticipating for a while?

Seth Mersky

No, I’m sorry Paul. While we’re in the market with funds, we're just really not allowed to comment or give any real color on them.

So I apologies for that kind of the pain, but that’s the rules.

Paul Holden

Okay. Okay, and maybe we can talk about a couple particular businesses, first Jack's seeing some pretty good EBITDA over the last a couple quarters, so maybe someone on the line can provide, but of an update there in terms of what's driving the EBITDA growth?

Seth Mersky

Anthony, are you on the call?

Anthony Munk

Yes, I am Seth. So I’d say we’re pleased so far with our Jack's investments coming up to two years now.

The opportunity that we had identified at the time, which was really just professionalize the management and operations is kind of how it's played out here and that's really resulted in improved results. We've spent a fair bit of time upgrading our menu and also improving some of our marketing and I think those two initiatives have helped are our topline and then in terms of EBITDA and margin improvement it's really come from better management of costs dealing with things like consolidating some of our vendors and renegotiating contracts and things of that nature.

So better labor management. So really just blocking and tackling is never really being done to the company before in any great degree and so that's really what's contributed to the improvement in the results.

Paul Holden

Okay, good. And then I know when you initially enter this transaction part of the strategy was going to be expanding the platform geographically, is that taking place or is that something that has yet to happen?

Seth Mersky

No, so that's underway so our. Our store openings have ramped up pretty nicely.

Our expectation is it will open up 11 to 12 new restaurants this year and now would be in comparison to something like five or six prior to our ownership and even going into last year. So we've definitely put a lot of emphasis on new store openings and we're focusing both on growing in Alabama as well some of the adjacent States.

Paul Holden

Okay, great. Thanks.

And then maybe we can turn to the aircraft leasing business, the BBAM and Meridian a little bit different there kind of the way you started those businesses off rather than acquiring kind of built it from scratch and making very good progress there from what I can see there is good demand for commercial aircraft leases in the global marketplace. So how are you thinking about that business today?

Is it really more about the continued organic growth or is there some monetization potential coming up.

Seth Mersky

Tawfiq, are you on the line?

Tawfiq Popatia

Yes, I’m here. I can speak to that.

And I think we don't speak to monetization broadly across our portfolio, but I think what I'll say about that is in terms of value creation, you're right. There's been over a whole period, a good emergence of lease commercial jet aircraft as a bonafide asset class.

So the majority of our organic growth is driven by new investors coming into the sector and what we've done at BBAM is actually formalize that through the launch of a private equity fund called incline aviation, which I think we've talked about before on these calls and that fund is almost closed. I would say that’s our main value creation initiative.

But in terms of the unlevered free cash flow yield that generated by that business. It's actually quite attractive.

I think relative to unlevered free cash flow yields in our industry as a whole. And so it’s one that we're happy to continue receiving.

Paul Holden

Okay, good. And then last question related to SGS.

That's what I'm noticing and I'm not seeing much in terms of EBITDA growth, so maybe we can talk a little bit about that business there, if there's any particular challenges you're seeing at that business and what the action plan is going forward?

David Mansell

Sure. It’s David Mansell from our Toronto office speaking.

The shortest way to sort of point to some of the challenges that SGS has faced in its core North American business would be to discuss the pressures that the largest CPG companies have in the U.S. stemming from zero-based budgeting of the type that the 3G firm who owns Kraft-Heinz and Anheuser-Busch, Burger King to Morton's et cetera have done to their companies and not just to the companies that they own, but their competitors Procter & Gamble, Unilever, Campbell Soup et cetera have all felt the margin pressure and the pressure of a potential acquisition by 3G and have therefore almost across the industry taken pretty dramatic steps to cut their own costs.

One example is Coca-Cola announcing I think last week that they were firing 20% of their head office staff. So SGS serves many of those leading CPGs and not surprisingly have had some pressure both volume and price in its core North American business with its largest I'd say 10 or 15 customers.

Now we serve 3,000 customers and that pressure is not the same for small customer as it is for a large customer, but obviously large customers are large dollars. And the business has grown quite nicely through acquisitions, which would be in value creation events for us and in markets like Europe and Asia.

But the pressure in the core business has been meaningful. You can see it in the numbers you're not – obviously you picked it up correctly.

There's a pretty big project underway to prove the Company's cost structure in North America and we're going to see results from that over the next year to 18 months.

Operator

Our next question comes from Scott Chan with Canaccord Genuity.

Scott Chan

Good morning, everybody. I apologize I came on to the call late, but Seth did you talk about the current pipeline in your opening remarks, I just didn’t see anything in the financials regarding that, so just wondering on that front how the environment is shaping up year-to-date?

Seth Mersky

I didn't speak about it specifically in my opening remarks, but I can now. Generally speaking the environment has been strong.

Credit markets are wide open and have been improving for the last number of months pretty consistently, so that always fuels some activity. I think if I remember correctly, our actual deal count or the number of opportunities we've seen year-over-year is up about 30%.

That doesn't mean a heck of a lot because you kind of have to dig down into the quality of them to know what's really actionable and what's not, but that does give you a feel for the overall level of activity in the market. So all-in-all I'd say things are pretty robust now, but they remain competitive and pricey.

So it really means that we have to be careful to find opportunities for us to improve the business to enable us to afford to pay some of the multiples that people are expecting now. So that's the biggest challenge.

Plenty out there, but you've got to look carefully to pick your spots in an expensive market.

Scott Chan

Okay. Great.

Thanks a lot. End of Q&A

Operator

[Operator Instructions]

Seth Mersky

Okay. Well, thanks everybody.

Have a great weekend. And we will see you at Investor Day.

Operator

Ladies and gentlemen, that does conclude the Onex first quarter 2017 earnings conference call. You may now disconnect your lines.

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