Notes on $YINSON / 7293 (YINSON HOLDINGS BERHAD) USD 1bil RCPS Issuance Under FPSO Platform Yinson Production (YinsonP)
1. Value unlocking exercise of YinsonP’s FPSO business by issuance of RCPS.
2. YinsonP was given a Post-money valuation of USD 3.7bil, at 7.1x EV/EBITDA.
3. YinsonP will immediately return USD 200mil to Yinson upon completion of the exercise (within 12 months), which will use the money to invest in the renewable energy segment and return capital to shareholders. 700mil will be retained in YinsonP for potentially 2 more FPSO projects, and 100m for general corporate expenses. The option for additional USD 500mil subscription must be agreed by both parties, otherwise the RCPS will remain only at USD 1bil.
4. This deal values YinsonP at about 2x of Yinson’s current market cap (Roughly RM 8.4bil or USD 1.9b). To note, YinsonP is currently a 100% wholly owned subsidiary of Yinson.
5. The deal will be satisfied with RCPS and warrants—meaning, no immediate dilution until conversion BUT the PS will have coupon rate of roughly 12.95-13.25% p.a. RCPS are perpetual, but with target timeframe of within 3-5 years for potential IPO. It is expected for the RCPS holders to convert their shares only in a monetization event, or Yinson may opt to redeem the RCPS at the future date.
6. Counterparties are said to be highly credible strategic investors. ADIA from Abu Dhabi, BCI from Canada, and RRJ from Singapore.
7. There will be 10% warrants which will have a strike price of US 3.7bil adjusted for dividends excluding the initial USD 200mil to Yinson.
8. Aims to lift EBITDA to ~USD 1.5b p.a. (currently almost USD 1bil p.a.) to prepare for a monetization event, either by IPO or into a Trust structure.
9. Yinson will need to organize an EGM for the corporate action. Once approved, the first USD 200m from YinsonP will be immediately be dividend out to Yinson. The plan is to utilize it to do a mixture of share buy backs and dividends. Special dividend? Subject to board approval. Generally, prefer to have a gradual increase rather than a one lump sum.
10. YinsonP is still targeting another 2 FPSO projects, probably around 2H CY25. Plenty of tenders ongoing and Yinson stands a good chance. After that, YinsonP may opt for 1 FPSO project p.a. Yinson sees a vibrant industry landscape with good industry IRRs.