Valentino covenant breach forces reset; implications for Kering 2029 option

Bottom Line Impact

Absent swift covenant relief and a DTC focused reset, Valentino's EBITDA could face further pressure in 2025, marginally diluting Kering's earnings while ceding market share to stronger peers; decisive action can protect margins by 150 to 300 bps and stabilize brand equity ahead of a staged buyout option.

Key Facts

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  • Valentino revenue fell 2.8 percent to €1.31b in 2024; EBITDA declined 21 percent to €248m per April statement
  • Including lease liabilities, net debt stood at €1.08b as of Dec 31; lease-inclusive net debt to EBITDA approximates 4.3x
  • Breach of covenants first occurred in Dec; credit agreement signed Jul 2024 set semiannual testing of a net debt to earnings ratio
  • €530m financing provided in 2024 by a bank pool including Intesa Sanpaolo, Banca Monte dei Paschi di Siena, Banco BPM, and BNP Paribas
  • Kering owns 30 percent of Valentino and extended its option to acquire the remaining stake from Mayhoola until 2029; Bain projects luxury contraction of 2 to 5 percent in 2025

Executive Summary

Valentino has breached debt covenants amid sector softness, with EBITDA down 21 percent in 2024 and performance deteriorating in H1 2025, triggering talks with lending banks for covenant relief. This pressures Mayhoola and Kering, which holds 30 percent and extended an option to buy the remainder until 2029, to decide on near-term liquidity support, operating reset, and optionality on valuation.

Actionable Insights

Immediate Actions (Next 30-90 days)
Lead covenant renegotiation with a package combining temporary headroom, EBITDA add backs for restructuring and IFRS 16 adjustments, and pricing step ups capped at 100 bps; secure 18 months liquidity runway via committed lines or a shareholder backstop.
Rationale: Stabilizes counterparty confidence and avoids value destructive fire sales while preserving Kering's option flexibility to 2029.
Role affected:CFO Kering
Urgency level:immediate
Short-term Actions (6-12 months)
Execute a 90 day cost and channel reset: reduce wholesale exposure by 10 to 12 percent for SS26 buy, close or renegotiate 10 to 15 underperforming leases, and freeze non critical capex; redeploy toward top 30 doors and e commerce CX.
Rationale: Rapid DTC mix improvement can add 150 to 250 bps to gross margin and reduce markdown exposure ahead of peak holiday.
Role affected:CEO Valentino
Urgency level:short-term
Shift demand creation to high ROI hero programs around Rockstud and VLogo families, increase clienteling contacts by 25 percent, and schedule two tightly allocated capsule drops in Q4 to drive full price sell through.
Rationale: Concentrating spend on proven icons and scarcity led capsules improves cash conversion and reduces discount dependence.
Role affected:CMO Valentino
Urgency level:short-term
Strategic Actions
Reframe the 2029 option into a staged acquisition contingent on EBITDA targets and net debt to EBITDA thresholds, with price collars linked to 2026 to 2027 performance.
Rationale: Aligns valuation with turnaround delivery and limits downside if sector contraction persists.
Role affected:Strategy and M and A Kering
Urgency level:strategic

Risks & Opportunities

Primary Risks
  • Liquidity squeeze if banks impose tighter terms and wholesale reduces orders faster than inventory can be normalized
  • Brand equity erosion from elevated markdowns in Europe and China, depressing full price sell through into 2026
  • Contagion risk to Kering's equity story if Gucci recovery timeline overlaps with Valentino's margin reset
Primary Opportunities
  • DTC acceleration and lease renegotiations can structurally lift gross margin by 150 to 300 bps within 12 months
  • Option to reprice or stage Kering's buyout improves risk adjusted returns if turnaround milestones are met
  • Creative and merchandising focus on icons and clienteling can lift repeat purchase frequency by 10 to 15 percent

Supporting Details

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