LiLAC Group (LILA/LILAB/LILAK)
Betting on industry’s best operators rolling up the highly fragmented Latin American cable assets
January 6, 2016
***Cable & Wireless (CWC) + consolidated "NewCo" valuation in progress....will provide updates***
***Cable & Wireless (CWC) + consolidated "NewCo" valuation in progress....will provide updates***
LiLAC is a “tracking stock” created June 24, 2015 to provide investors a more pure-play capability on the Liberty Latin America and Caribbean cable assets, which were historically consolidated under the Liberty Global company. As the Latin American and Caribbean assets were such a small component of overall Liberty Global, as well as investors were generally less familiar with these assets, they received little focus and attention from investors. Management at Liberty believed the creation of a tracking stock was appropriate to ‘show’ investors that these assets were valuable as well as give investors a pure-play opportunity in the expected consolidation of Latin American and Caribbean cable and telecom assets in the next 5-10 years.
LiLAC is not a separate entity, and shareholders of LILA/LILAB/LILAK are ultimately shareholders of Liberty Global Plc.
There is an additional “forced selling” investment opportunity as the LiLAC tracking stock is given to current Liberty Global shareholders at a ratio of 1 LiLAC share for every 20 Liberty Global shares owned. For most investors, the LiLAC ownership would likely be too small in relation to their portfolio, and thus these shares would be discarded without much analysis or investment rationale.
As of current, LiLAC consists of 100% ownership of VTR (Chile cable operator) and 60% of Liberty Cablevision Puerto Rico (40% owned by Searchlight Capital).
What makes Latin America attractive:
· Highly fragmented in Latin America and Caribbean landscape, ripe for consolidation
· Liberty already has presence – Puerto Rico & Chile – thus not new to the region, understands the risks
· Low broadband and Pay-TV penetration represents strong growth opportunity, almost similar to where Europe was 10-15 years ago
· Improving soci-economic backdrop leads to strong underlying demand and growth
· Foreign exchange headwinds and market volatility creates opportunity for strategic acquirer (similar to Liberty’s announcement of CWC)
· Across certain markets, large market share by satellite companies (DISH and DirecTV), which provides opportunity to take market share as Liberty can offer broadband and comparable TV product (similar to cable companies in the United States in 2015 to current)
Mike Fries (Q3/2015): “..As we rolled out our Lat Am tracker, we did mention that in our opinion, this region is underpenetrated in broadband and pay-TV and is likely to experience above-average growth, just look at our own assets, and is ripe for consolidation, particularly by experienced and well-capitalized operators…”
Mergers & Acquisition strategy:
Liberty has stated multiple times they will not start from an asset-level viewpoint, but rather will look at the markets in Latin America and where they could potentially be the #1 or #2 cable operator. Otherwise, they will not enter the market, as they desire scale advantages (customer service, advertising, size, programming, capital expenditures).
1. Start at country-by-country basis
2. Can, through M&A, Liberty become the #1 or #2 cable operator
3. If yes, look to enter market and start evaluating the assets in the market
4. Be an advantageous acquirer
5. Build scale through combination of customer growth, more RGUs, increase penetration, etc.
6. Use parent-company Liberty Global as a mature corporation to obtain funding for the deals (can use LILA stock, LBTYA stock, add to LBTYA debt or company level debt)
7. Use Liberty’s M&A experience to be opportunistic in entering markets and increasing scale
Mike Fries (Dec. 2015 UBS): (paraphrased) “We like the region of Latin America which is why we created the tracking stock - “LILA, LILAK”. 2 great assets down there, which are growing high-single digit to low-double-digit EBITDA (VTR and Liberty Puerto Rico). These 2 current assets are “sub scale”. We are trying to find ways to build a platform that has scale. The CWC deal brings that scale needed. They are the #1 fixed/broadband provider in 7 out of 18 countries. They have a massive sub-sea cable business that feeds those markets as well as our markets. They are heavily invested in mobile. Together, the CWC business with Liberty (LILA/K) gives us the scale and opportunity for growth. Think it will be low double-digit EBITDA growth. We have audited synergies of $125m on top of $145m of one-off capital expenditure synergies. By the way, there are two levels of synergy we can’t talk about. We’d like to but, but that’s how the U.K. works. Think the total synergy story is really attractive.”
Mike Fries (2012 commenting on OneLink acquisition): “Consistent with our strategy of consolidating markets within our footprint, this transaction will make us the leading provider of cable services in Puerto Rico, passing approximately 70 percent of the cable homes on the island and adding substantial scale to our existing operation.”
Liberty Global owned 80% of VTR until March 2014 when they acquired the remaining 20% from “Corp Group” for approx. $422 million (using 10.1 million shares at $41.80 per share of LBTYK stock).
VTR is the largest cable television provider based on subscribers with 1,026,200 video subscribers at the end of Q3 2015. At the end of 2014, there were 2.8 million total video subscribers in Chile. VTR had a 35.9% market share, Telefonica (Movistar) was at 21.1% market share, and Claro Chile (subsidiary of America Movil) and DirecTV were even at 16.4% market share.
The Pay-TV market in Chile has expanded at a 11.5% CAGR from 2008 to 2014, going from 1.46m subscribers to 2.81m subscribers, as well as increasing the penetration in the country from 34.7% in 2009 to 48.6% in 2014. Despite the robust market growth of 11.5%, VTR was essentially a non-participant, only growing 2.1% from 2008 to 2014.
VTR is only available to about 60-65% of the Chilean television market, and in that footprint they have a strong ~57% market share compared to the closest competitor, Movistar (Telefonica) having about 19% market share.
In my conversations with Liberty, the likely reason for the divergence in growth of the Pay-TV market and VTR’s subscriber growth is that VTR caters to the higher end market and does not offer a low-cost option similar to Claro and DirecTV. With the exception of DirecTV, who owns some soccer programming rights in Latin America, there is no differentiation in TV offerings across the providers. Additionally, piracy was very high in Chile until about a couple of years, and it is logical that the people that pirated television would mostly migrate to a low-cost option where VTR does not have a viable product.
There are approx. 5 internet providers in Chile – Movistar, VTR, Grupo Calro, Grupo GTD, and Grupo ENTEL. However, the market is essentially a duopoly, with Movistar commanding a 39.0% market share at the end of 2014 and VTR having a 37.2% share; combined, these two companies control over ¾ of the internet subscribers in Chile. While they seem comparable from a market share standpoint, their broadband products are night and day. VTR offers 40 mbps for ~ $70/month versus Movistar offering only 15 mbps as a DSL provider.
The subscriber growth in broadband was 11.4% CAGR from 2006 to 2014 to about 2.5 million subscribers. VTR has attained a similar growth rate at 10.5% over that time period.
- Newbuild: Currently VTR is expands homes passed by about 50,000 – 60,000 due to just market growth; however, VTR will likely expand homes passed at a pace faster than traditional. A decent rule of thumb for thinking about the capital needed to expand could be to start with Liberty in U.K. which costs about $600 - $620 per newbuild home. In Chile, it is much cheaper, maybe half of that. The HFC costs are the same but the labor costs are much lower and the infrastructure in Latin America is easier to access because it is above-ground (utility poles) whereas Europe is mostly underground.
- Continued market growth: broadband penetration is estimated to be 51% in 2015, up from 44% in 2014, and expected to be 59% in 2017. Pay-TV penetration is expected to be 79% by 2017, up from an estimated 69% in 2015 and 54% in 2013.
- Mobile opportunity: Currently VTR has only ~1% market share in Chile through their MVNO relationship. The top mobile operators are Claro, Movistar and Entel PCS and five that use the MVNO model.
- Next generation Set-top Box: Began rolling it out in late 2015, could get 10-15% bump in ARPU once fully deployed.
- Churn: offering a quad-play (TV + internet + telephony + mobile) should really lower churn, accelerate growth. In the UK churn was about 14%, with the introduction of the quad-play, churn is said to be about 5%. VTR has a MVNO relationship with Telefonica to offer the mobile service.
- Margin improvement: lower churn, improved mobile growth (higher margin, low capex due to MVNO relationship) and scale improvements
- Chilean Peso (CLP) currency headwinds
- Chilean economy reliance on exporting commodities – copper specifically
- Lower than expected mobile growth
- Lower than expected future penetration rates, thus growth slowing combined with no pricing power
- lower multiple due to FX headwinds, some countries tied to commodities
- Declining population
- Lack of pricing power: due to inflation of >4% in Chile, almost everyone in the market raises prices by the CPI, but not above it. Twice a year that take price increases, at CPI levels only.
- Programming costs mixed USD/CLP: About 45%-55% of VTR’s programming is US content and in USD, which behaves similarly to the U.S. Pay-TV headwinds in programming cost growth. The remaining 45-55% is local content and not very inflationary.
- VTR is thought as being the highest quality asset in Latin America by Liberty. There are no capacity issues, its true HFC cables, could easily get 120 mbps speeds right now. Once DOCSIS 3.1 gets introduced, VTR could get to over 1 gbps in speed for very little additional capital expenditure, roughly an additional $20 per home to upgrade from 3.0 to 3.1.
- Capital Expenditures – est. 2015 to be between 17-19%
- Some margin improvement in VTR from 2014 to 2015 was the reduction of more than 400 employees in November 2014 through January 2016
LiLAC became the largest cable operator in Puerto Rico mostly through mergers and acquisitions of the #1 and #3 operators (Liberty Cablevision “LCPR” was #2). What was originally Liberty Cablevision of Puerto Rico LLC, a cable operator and subsidiary of the Liberty Global company, they acquired “OneLink Communications” in 2012 with Searchlight Capital Partners LP and “Choice Cable TV” in the summer of 2015.
With the acquisition of “OneLink” in 2012, Liberty contributed their assets in Liberty Cablevision and Searchlight Capital put up the cash, resulting in a cable company that would be 60% owned by Liberty and 40% by Searchlight. The newly formed entity would be the largest cable operator in Puerto Rico with about 700,000 homes passed and RGUs approaching 500,000 (one source had it at 480,000 RGUs). While terms were not announced, Liberty Global had said the transaction values OneLink (before transaction costs) at about $585 million.
In December of 2014 Liberty announced the acquisition of “Choice Cable TV” in a deal valued at approximately $272.5 million, an estimate of 6.1 times Choice’s projected 2015 operating cash flow, after adjusting for synergies and integration. The acquisition was funded through incremental debt borrowings.
Overview of the financials:
Liberty Puerto Rico has generated revenues of ~$350m over the last year, with a most recent OIBDA margin of 44.4%, a large improvement from the pre-OneLink and pre-Choice days of high-20%. Prior to the Choice acquisition, there were about 2.1 RGU’s per customer relationship. Since Choice was mostly a broadband provider, the RGU per customer relationship is now 1.93 at the end of Q3/2015. ARPU as of the last quarter was $78.66, down from $85 in prior quarters, due to the acquisition of Choice and most Choice subscribers were broadband-only subs.
Despite the decline sequentially in ARPU, margins should improve due to scale and improved efficiency of the infrastructure (more bundled packages across all assets – Liberty, OneLink, and Choice)
Overview of the market:
Puerto Rico could be viewed as a much simpler competitive environment versus Liberty’s other assets. In Puerto Rico, there are only 2 cable operators on the island – Liberty and Claro – and Liberty is viewed as far superior as Claro’s footprint is 85% DSL-based infrastructure. Of the remaining 15% non-DSL, about half of that is actual fiber based (thus faster speeds). Due to the fact there are only 2 internet providers, Liberty has a strong market share of ~53% versus Claro’s ~47%.
Liberty’s primary competition for video services are DISH Network and DirecTV.
- Only 2 providers: Claro (~47% share) and Liberty (~53% share)
- Claro (Puerto Rico telecom) has 85% of footprint as DSL-infrastructure, a far inferior product to Liberty’s fiber deep hybrid-fiber-coaxial cables
- Liberty’s base package offers 20 mbps vs. 5 mbps (English package)/ 3 mbps (Spanish package) for Claro
As of the end of Q3/2015, Liberty provided a total of 769,300 RGUs across the cable footprint of 1,068,200 homes passed in Puerto Rico. The growth in RGU’s has largely come from acquisition; for example, the Choice acquisition in 2015 added an additional 355,300 homes passed (about 50% increase in footprint prior to deal) and 155,900 RGUs (from about 580,000 prior to acquisition).
“Choice” acquisition - 2015
The “Choice” acquisition was advantageous for Liberty as “Choice” had a sizable footprint in Puerto Rico but was predominantly a broadband provider (91,400 subs) over being a Pay-TV provider (48,600 subs). Since they were focused mostly on broadband, this acquisition gives Liberty the ability to offer bundles to legacy-Choice subscribers, which would increase ARPU, optimize the infrastructure, and decrease churn for that subscriber base. Additionally, they now have an island-wide footprint, which opens up B2B business opportunities. For example, if a business – a retailer, bank, etc. – has operations across the island and are looking at TV, internet, and telephone, Liberty can offer them that opportunity, whereas prior to the Choice acquisition they were unable to have this scale advantage. Lastly, as they are now island-wide, they can advertise and market across the island, whereas they couldn’t prior to the Choice acquisition.
- Newbuild – but less so, as they already cover over 80% of the island. Given some demographics and the economics surrounding those demographics, a portion of the homes in Puerto Rico won’t be built to. Expect small scale newbuild over time.
- Bundle packages/Decrease Churn – with acquisition of Choice in 2015, should be able to offer more comprehensive bundles to the legacy Choice subscribers
- B2B opportunities – Liberty has island-wide footprint, giving them the ability to offer services to business that operate island-wide (Q3 2015 B2B business (including SOHO) grew over 20% on rebased basis Y/Y)
- Pricing power – in Q2/2015 raised prices in broadband by 8% and TV by 3% (pricing power in real terms different than Chile market/VTR)
- Increase market share & penetration – Liberty has one competitor in Puerto Rico (Claro) which is a DSL product. Liberty has internet speeds 4-7x faster than Claro, with the opportunity to go to 120 mbps.
- English package includes a lot of US programming, thus the cost is about 50% higher than the Spanish speaking package, may be unaffordable to people, they would stick to broadband only
- Geographical – hurricane or tropical storm damaging cable assets as most are above ground
- Claro builds out the non-DSL footprint and increase fiber infrastructure. Would compete better versus Liberty as Claro already has monopoly on telephone, could be easier to cross-sell
- Country debt problems could cripple the consumer as potential increases in taxes decreases disposable income
- population decline
Searchlight Capital – the 40% owner of Puerto Rico assets
Searchlight is a private investment firm founded in 2010 by senior partners formerly with industry leading investment management firms. Searchlight Capital Partners currently manages over $860 million, invests in a wide range of industries in North America and Europe, and has offices in New York, London and Toronto. For more information, please visit www.searchlightcap.com.
12/10/2014 – Liberty Global buys “Choice Cable TV” http://www.bizjournals.com/denver/news/2014/12/10/liberty-global-buys-cable-tv-business-in-puerto.html
11/9/2012 – Liberty Global buys OneLink Communications http://www.bizjournals.com/denver/news/2012/11/09/liberty-global-partner-buy-puerto.html
Press Release - OneLink acquisition http://www.libertyglobal.com/pdf/press-release/11-09-press-release-final-puerto-rico.pdf
Press Release – Choice https://www.libertyglobal.com/pdf/press-release/12-10-Acquisition-of-Choice-FINAL.pdf
Liberty Puerto Rico – website https://www.libertypr.com/offers.aspx
Liberty LiLAC June 2015 presentation http://www.libertyglobal.com/pdf/presentations/LiLAC-Group-Presentation-June-2015-FINAL.pdf
Liberty acquires 20% of VTR http://www.libertyglobal.com/pdf/press-release/03-14-VTR-FINAL.pdf
May 27, 2015 8-K http://www.sec.gov/Archives/edgar/data/1570585/000157058515000101/exhibit991-trackerxq42014r.htm
Programming costs for Chile = ~$80m annualized, with 48%- 53% denominated in US Dollars
Corporate Expenses shared by Liberty Global (LBTYA)
I own shares of LiLAC through "LILA" shares
I own shares of LiLAC through "LILA" shares