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Barclays European High Yield and Leveraged Finance Conference 17 September 2015

Barclays European High Yield and Leveraged Finance Conference · Strengthen leading market positions… 8 1 GrupoAntolin estimates of market shares and ranking in 2014 NAFTA Market

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Page 1: Barclays European High Yield and Leveraged Finance Conference · Strengthen leading market positions… 8 1 GrupoAntolin estimates of market shares and ranking in 2014 NAFTA Market

Barclays European High Yield and Leveraged Finance Conference

17 September 2015

Page 2: Barclays European High Yield and Leveraged Finance Conference · Strengthen leading market positions… 8 1 GrupoAntolin estimates of market shares and ranking in 2014 NAFTA Market

This presentation has been prepared solely for use at this presentation. By attending the meeting where this presentation is made, or by reading the presentation slides, you agree to be bound by the following limitations.

This presentation is not an offer for sale of securities in the United States or in any other jurisdiction where such offer or sale would be unlawful. Any securities referred to herein may not be sold in the United States absent registration or an exemption from registration under the U.S. Securities Act of 1933, as amended. Grupo Antolin-Irausa, S.A. (the “Company”, which expression should mean the Company and/or its subsidiaries, as appropriate) does not intend to register any portion of any offering of the Company’s securities in the United States or to conduct a public offering of any securities in the United States.

This presentation has been prepared for information and background purposes only. It is confidential and does not constitute or form part of, and should not be construed as, an offer or invitation to subscribe for, underwrite or otherwise acquire, any securities of the Company or any member of its group nor should it or any part of it form the basis of, or be relied on in connection with, any contract to purchase or subscribe for any securities of the Company or any member of its group or with any other contract or commitment whatsoever.

Neither this presentation nor any part of it may be reproduced (electronically or otherwise) or redistributed, passed on, or the contents otherwise divulged, directly or indirectly, to any other person (excluding the recipient's professional advisers) or published in whole or in part for any purpose without the prior written consent of the Company. This presentation does not purport to be all-inclusive or to contain all of the information that a person considering the purchase of any offered securities may require to make a full analysis of the matters referred to herein. Each recipient of this presentation must make its own independent investigation and analysis of any offered securities and its own determination of the suitability of any investment, with particular reference to its own investment objectives and experience and any other factors which may be relevant to it in connection with such investment, based in each case on an offering memorandum (including any supplement thereto) which may be prepared in connection with any offer or sale of Company securities, and on such other information and advice from its own legal, accounting and tax advisers as it deems relevant.

This presentation may contain certain forward-looking statements that reflect Company management’s intentions, beliefs or current expectations. These forward-looking statements include, but are not limited to, all statements other than statements of historical facts, including, without, limitation, those regarding the Company’s future financial position and results of operations, strategy, plans, objectives, goals and targets and future developments in the markets where the Company participates or is seeking to participate. The Company’s ability to achieve its projected results is dependent on many factors which are outside management’s control. Actual results may differ materially from (and be more negative than) those projected or implied in the forward-looking statements. Such forward-looking information involves risks and uncertainties that could significantly affect expected results and is based on certain key assumptions. Due to such uncertainties and risks, readers are cautioned not to place undue reliance on such forward-looking statements as a prediction of actual results. All forward-looking statements included herein are based on information available to the Company as of the date hereof. The Company undertakes no obligation to update publicly or revise any forward-looking statement, whether as a result of new information, future events or otherwise, except as may be required by applicable law. All subsequent written and oral forward-looking statements attributable to the Company or persons acting on its behalf are expressly qualified in their entirety by these cautionary statements.

To the extent available, the industry, market and competitive position data contained in this Presentation come from official or third party sources. Third party industry publications, studies and surveys generally state that the data contained therein have been obtained from sources believed to be reliable, but that there is no guarantee of the accuracy or completeness of such data. While the Company believes that each of these publications, studies and surveys has been prepared by a reputable source, the Company has not independently verified the data contained therein. In addition, certain of the industry, market and competitive position data contained in this presentation come from the Company's own internal research and estimates based on the knowledge and experience of the Company's management in the market in which the Company operates. While the Company believes that such research and estimates are reasonable and reliable, they, and their underlying methodology and assumptions, have not been verified by any independent source for accuracy or completeness and are subject to change without notice. Accordingly, undue reliance should not be placed on any of the industry, market or competitive position data contained in this presentation.

No representation or warranty, express or implied, is made as to the fairness, accuracy or completeness of the information contained herein. None of the Company, its advisers, shareholders, connected persons or any other person accepts any liability for any loss howsoever arising, directly or indirectly, from this presentation or its contents. This shall not, however, restrict or exclude or limit any duty or liability to a person under any applicable laws or regulations of any jurisdiction which may not lawfully be disclaimed (including in relation to fraudulent misrepresentation).

Disclaimer

1

Page 3: Barclays European High Yield and Leveraged Finance Conference · Strengthen leading market positions… 8 1 GrupoAntolin estimates of market shares and ranking in 2014 NAFTA Market

1. Introduction and transaction overview

Page 4: Barclays European High Yield and Leveraged Finance Conference · Strengthen leading market positions… 8 1 GrupoAntolin estimates of market shares and ranking in 2014 NAFTA Market

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

Page 5: Barclays European High Yield and Leveraged Finance Conference · Strengthen leading market positions… 8 1 GrupoAntolin estimates of market shares and ranking in 2014 NAFTA Market

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

Page 6: Barclays European High Yield and Leveraged Finance Conference · Strengthen leading market positions… 8 1 GrupoAntolin estimates of market shares and ranking in 2014 NAFTA Market

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

Page 7: Barclays European High Yield and Leveraged Finance Conference · Strengthen leading market positions… 8 1 GrupoAntolin estimates of market shares and ranking in 2014 NAFTA Market

3. Key credit highlights

Page 8: Barclays European High Yield and Leveraged Finance Conference · Strengthen leading market positions… 8 1 GrupoAntolin estimates of market shares and ranking in 2014 NAFTA Market

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

Page 9: Barclays European High Yield and Leveraged Finance Conference · Strengthen leading market positions… 8 1 GrupoAntolin estimates of market shares and ranking in 2014 NAFTA Market

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

Page 10: Barclays European High Yield and Leveraged Finance Conference · Strengthen leading market positions… 8 1 GrupoAntolin estimates of market shares and ranking in 2014 NAFTA Market

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%

Page 11: Barclays European High Yield and Leveraged Finance Conference · Strengthen leading market positions… 8 1 GrupoAntolin estimates of market shares and ranking in 2014 NAFTA Market

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%

Page 12: Barclays European High Yield and Leveraged Finance Conference · Strengthen leading market positions… 8 1 GrupoAntolin estimates of market shares and ranking in 2014 NAFTA Market

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

Page 13: Barclays European High Yield and Leveraged Finance Conference · Strengthen leading market positions… 8 1 GrupoAntolin estimates of market shares and ranking in 2014 NAFTA Market

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

Page 14: Barclays European High Yield and Leveraged Finance Conference · Strengthen leading market positions… 8 1 GrupoAntolin estimates of market shares and ranking in 2014 NAFTA Market

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

Page 15: Barclays European High Yield and Leveraged Finance Conference · Strengthen leading market positions… 8 1 GrupoAntolin estimates of market shares and ranking in 2014 NAFTA Market

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

Page 16: Barclays European High Yield and Leveraged Finance Conference · Strengthen leading market positions… 8 1 GrupoAntolin estimates of market shares and ranking in 2014 NAFTA Market

4. Operational and financial overview

Page 17: Barclays European High Yield and Leveraged Finance Conference · Strengthen leading market positions… 8 1 GrupoAntolin estimates of market shares and ranking in 2014 NAFTA Market

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%

Page 18: Barclays European High Yield and Leveraged Finance Conference · Strengthen leading market positions… 8 1 GrupoAntolin estimates of market shares and ranking in 2014 NAFTA Market

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

Page 19: Barclays European High Yield and Leveraged Finance Conference · Strengthen leading market positions… 8 1 GrupoAntolin estimates of market shares and ranking in 2014 NAFTA Market

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

Page 20: Barclays European High Yield and Leveraged Finance Conference · Strengthen leading market positions… 8 1 GrupoAntolin estimates of market shares and ranking in 2014 NAFTA Market

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

Page 21: Barclays European High Yield and Leveraged Finance Conference · Strengthen leading market positions… 8 1 GrupoAntolin estimates of market shares and ranking in 2014 NAFTA Market

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

Page 22: Barclays European High Yield and Leveraged Finance Conference · Strengthen leading market positions… 8 1 GrupoAntolin estimates of market shares and ranking in 2014 NAFTA Market

Q&A