Barclays European High Yield and Leveraged Finance Conference
17 September 2015
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Disclaimer
1
1. Introduction and transaction overview
Leading global Tier 1 supplier of automotive interior components
3
Talent
More than 27,900 individuals drive us direct to success
FinancialStrength
2014 PF annual sales of €4.1bn
GlobalPresence
More than 160 production plants and Just-in-Time centers across 26 countries
Innovation
Fully committed to innovation and high quality
Family-owned company with more than 50 years of industrial tradition
4
Overhead System
• Modular headliner• Substrate• Sunvisors• Lighted headliner• Panoramic systems
Number 1 Worldwide
Lighting
• Complete solutions• Interior:
FunctionalMood lighting
• Exterior
Innovation Comes to Light
Seat Function
• Complete seats• Frames• Covers• Mechanisms
High FunctionalIntegration
Door Function
• Carrier solutions• Door panels• Window regulators• Central console
Multi-TechnologyOffer
Cockpits & Interior Trim
• Cockpits• Instrument
panels• Soft Trim
We improve life on board
5 Strategic Business Units
Acquisition of Magna Interiors
Combined entity creates a platform for success
� 4th largest global player in automotive interiors
� Scale benefits from increased Grupo Antolin’s size
� Results in increased market share in global automotive interiors
� Broader product portfolio to better service key OEMs
Growing scale Market leadership Broadening scope
� Further diversification makes Grupo Antolin more resilient
� Creates strategic player in automotive interiors industry
� Significant cost synergies expected to be achieved in this acquisition
� Significant potential for operational improvement u nder Grupo Antolin’s management
5
3. Key credit highlights
Summary credit highlights
Strengthening leading market positions1
Further diversification provides improved resilience to combined group2
Strengthen and enhance long-standing and strategic customer relationships3
Potential synergies and margin improvement to further drive profitability5
Experienced management team and committed core shareholders6
Attractive market fundamentals for scale operators4
7
Strengthen leading market positions…
8
1
Grupo Antolin estimates of market shares and ranking in 2014NAFTA
Market size: 16.9m vehicles
30% 8%
EuropeMarket size: 20.0m vehicles
35%8%
31% 25%
WorldwideMarket size: 86.6m vehicles
14%
23%
MercosurMarket size: 3.8m vehicles
52%14% 20%
India Market size: 3.5m vehicles
67%
Note: The number within each graph represents the expected position of Grupo Antolin in the ranking based on existing 2014 data. Darker colored countries represent Grupo Antolin Production/JIT presence. Market shares are based on number of vehicles equipped
(a) Front overhead consoles(b) Front window regulatorsSource: Vehicle volumes based on LMC Automotive Q4 2014. Market shares based on company estimates
Overhead systems Lighting(a)Doors Sunvisors Ranking as main supplierWindow regulators(b)
1 4 1 4 1 2 1
1
1 2 2 1
4.1
4.4
4.7
5.6
2014 pro forma
(€bn
)
1.82.2
4.4
4.7
5.6
2014
(€bn
)
#5
#4
9
…by creating a leading automotive interiors group
Ranking pre-acquisition(a) Ranking post acquisition(a)
#1
#2
#3
#1
#2
#4
Combined global footprint(a) Based on 2014 results, Grupo Antolin estimates and Yanfeng press release
Source: Grupo Antolin’s footprint as per Corporate Presentation 2014
1
Magna Interiors
Grupo Antolin
Magna Interiors / Grupo Antolin country overlap
2014 pro forma combined geographic revenue breakdown
#3
Europe57%
NAFTA34%
Mercosur2%
Asia7%
Other1%
Geography Client Product
PF 2014 (combined) (a)
2014 (standalone)
Spain18%
Rest of Europe(b)41%
NAFTA30%
Asia-Pacific6%
Mercosur4%
Other1%
19%
18%
15%12%
11%
5%
4%
3%3%
3%Others
7%
Europe57%
NAFTA34%
Mercosur2%
Asia7%
Other1% 16%
13%
11%
10%5%
8%
9%
8%
6%
2%
1%Others11%
10
Further diversification provides improved resilience
18/09/2015 09:31:342010 DB Blue template
2
(a) Magna Interiors breakdown based on Grupo Antolin estimates(b) Excluding Spain
Europe: 58%
Group Overheads54%Doors
29%
Seating9%
Lighting7%
Group
Overheads,34%
Doors, 30%
Cockpits/JIT10%
Carpets andacoustics
6%
Instrument panels/Floor consoles
6%
Seating5%
Garnish/Hard trim
5%
Lighting4% Others
1%
7%3%3%3%4%5%
11%
12%
15%
18%
19%
11
Strengthen long-standing customer relationships3
7%3%
4%5%7%13%
17%
17%
27%
11%
1%2%5%6%
8%
8%
8%
10%
11%
13%
16%
€627m
Group
Other
€1,685m
Other
Group
Other
Group
€2,225m
Change in revenue proportion
Other
Group
PF combined revenue(a)
€4,217m
(a) Magna Interiors breakdown based on Grupo Antolin estimates
� We deliver parts to more than 300 car models
� High revenue visibility given the long-term nature of customer contracts
2000 2007 2014 2014 PF combined
Comfort and affordable price
Sustainability and safety
Globalizations of platforms
Consolidation of supplier base
Technological partnerships with OEMs
Growth outside traditional markets
2014A 2015E 2016E 2017E 2018E 2014A 2015E 2016E 2017E 2018E2014A 2015E 2016E 2017E 2018E
2014A 2015E 2016E 2017E 2018E2014A 2015E 2016E 2017E 2018E
Attractive market fundamentals benefit scale operators
NAFTA1
2
3
4
5
6
Key drivers/trends
CAGR 14 – 18
2.6%
CAGR 14 – 18
Europe
3.3%
Asia PacificCAGR 14 – 18
5.2%
CAGR 14 – 18
South America
3.9%
CAGR 14 – 18
Total
4.3%
Vehicle production continues to grow globally with 4.4% CAGR expected through 2018
Source: LMC Automotive world light vehicle assembly, Quarter 1, 2015. Vehicle production in millions
4
12
Synergy potential to further drive profitability
13
5
Overview of synergy opportunities for Magna Interiors and Grupo Antolin
SG
&A
Overhead reduction by optimization of corporate services
Engineering/tooling advantages, lower cost tooling production and reduced headcount
Combining and rationalizing technical/commercial centers
CO
GS
Excess capacity rationalization
Raw material sourcing advantages
Infusion of Magna Interiors’ “DNA”, operational expertise and supply chain efficiencies
Rev
enue Sharing of technology and intellectual property, leading technologies and best-in-class processes
Customer relationships and cross-selling of products
Experienced management with full focus on integration
14
6
� Highly experienced management with long-term track record and focus on integration� Committed family shareholders provide stability and focus on value generation
Ernesto AntolínChairman
24 years with Grupo Antolin
María Helena AntolínVice Chairman
23 years with Grupo Antolin
Jesús Pascual (a)
CEO29 years with Grupo Antolin
Luis Vega (a)
CFO26 years of experience with Grupo Antolin
Miguel Ángel Vicente (a)
CCO23 years of experience with Grupo Antolin
(a) Member of Grupo Antolin´s Steering Committee
Proven commitment to profitability
International expansion incl.
greenfield projects
Successful integration of
multicultural teams
Strategic long-term relationship with
key clients
Longtime commitment to the
Group
Key strengths of the management team
4. Operational and financial overview
Grupo Antolin – strong and profitable growth
16
9/18/2015 9:31:34 AM2010 DB Blue template
Revenues (€m) EBITDA (€m)
2.085
2.225
2.480
2013 2014 LTM June 15
10.8% 12.0%
225 267
321
2013 2014 LTM June 15
13.0%
Financial performance of Magna Interiors
17
9/18/2015 9:31:34 AM2010 DB Blue template
Revenues ($m) EBITDA ($m)(a)
(a) Adjusted EBITDA before certain one-time costs relating to errors in tooling designs, excess and obsolescence inventory, plant relocation issues and restructuring costs
2,467 2,406 2,439
2013 2014 LTM March 2015
90
54
68
3.6%
2.2%
2.8%
2013 2014 LTM March 2015
EBITDA % margin
Balanced, long term capital structure
2015 2016 2017 2018 2019 2020 2021 2022Term Loan ADE loan Soft loans Leasings SSN 21 Other loans ST Credit & Interests SSN 22
Gross debt 30 June 2015€1101m
Net debt 30 June 2015 €533m
� €800m senior secured notes (€ 400m in escrow until Magna Interiors Closing)
� €196m senior financing (*)
� €70m ADE facility
� €6m soft loans with cost; €37m soft loans with no cost
� €23m other facilities, of which €2m are credit lines
� €7m accrued interests
� Cash available of €569m (€ 400m in escrow until Closing)
� For covenant purposes, Net debt totalled €540m (excludes soft loans with no financial cost)
� €200m undrawn syndicated revolving credit facility, and €30m of local credit lines
(*) Syndicated lenders on our existing facility have agreed to reset maturities for additional 5 years and increased their commitments by €200m, subject to Closing
Covenants1.7x Net Debt/EBITDA 8.1x EBITDA/Financial expenses
Covenant: under 3.5x Covenant: over 4.0x
€ 321m June 2015 LTM EBITDA
18
72
105
415 414
45 4715
18
Financial policy
19
9/18/2015 9:31:34 AM2010 DB Blue template
Target leverage� Long-term target leverage (Net debt / EBITDA) of around 2x
� Deleveraging strategy consistent with strict investment approach and de minimis dividend policy
M&A / investments
� No further significant acquisitions anticipated
� Selective add-on acquisitions may be considered in case of strong strategic rationale and if financially solid
Dividend policy� Conservative dividend policy with €6m annual dividend payouts
� Family shareholders focused on value generation rather than dividends
Combined business performance outlook
20
9/18/2015 9:31:34 AM2010 DB Blue template
Revenue
� Sustained geographic expansion in Eastern Europe, Asia-Pacific and NAFTA
� Strong growth in lighting and seating
� New models coming on stream in 2015
Profitability� Continued focus on optimising supplier base and production processes
� Growth in low cost countries
Working capital � In line with historic averages
Capex� In medium term in line with or lower than historic averages as percentage of revenues
� Investments geared towards stronger growth in 2015 and beyond
Q&A