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Alimentation Counche-Tard (ATDBCN: Baa1 / BBB+) Makes offer to 7-11 Parent Seven & I

CONSUMER STAPLES

Seven & i is rated A2/A (¥ & $) but there are reports this morning a sizable cash component will be needed to get deal done...in which case we are looking at hit on pro-forma leverage.

Seven & I was levered circa net 2.5x running a 9% EBITDA margin while Couche is low 2x levered running a 8% margin. Combined they will generate €140b in sales and €12b in EBITDA. 1-turn of leverage of €12b compares to seven & i's market cap of €35b. Moody's was happy for Couche to run leverage above gross 3x for acquisitions periodically and went as far as saying $13b in debt capacity before exceeding its 3.5x gross threshold on Baa1 ratings (in late '23, post-TE gas station acquisitions). We expect similar leniency on this deal, extent of downgrades dependent on that cash component but we don't expect HY ratings in near-term.

We are watching how Couche equities open in Toronto later today - weakness might signal expectations for dilution on equity financing. Reminder this is still not done deal; FT is reporting seven and i has been working hard to fend off potential acquirers but changes to Japanese rules makes it harder for it to defend/ignore the offer now. Unclear if it will have trouble with regulators as well; this is number 1 (7/11 including Speedway banner) and no. 2 (Circle-K banner under Couche) in US gas station retail.

CoC at $101 on the $ lines, we can't find prospectus to confirm if the standard HY rating downgrade required (in which case seems unlikely). All its $ bonds do trade below par.


Notes from earlier here

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