Tue 07/21/2020 10:54 AM
Editor's note: Reorg has prepared the following covenant tear sheet as a complimentary service for its European clients. Our Debt Explained legal analysts will also publish a more in-depth analysis of the bond documentation. We are happy to share our comprehensive legal and financial analysis with you, for a copy please contact questions@reorg.com.

Relevant Documents:
Covenant Tear Sheet
Offering Memorandum


U.K. pub operator Stonegate has launched a five-year £950 million fixed rate senior secured bond along with a five-year €300 million floating rate senior secured bond. Proceeds will be used to repay £950 million of outstanding borrowings under the existing bridge facilities as well as £275 million of outstanding borrowings under the senior term facilities.


The group is roadshowing until Thursday, with pricing expected on Friday.

Reorg’s tear sheet below is a synthesized legal and financial analytic tool providing covenant and structural highlights to empower you in making your investment decision. A capital structure prepared by Reorg can be found at the end.

 

 

(Click here to see the full Covenant Tear Sheet)




Stonegate’s capital structure is below:













































































































Stonegate Pub Company

 
04/12/2020

 
EBITDA Multiple


(GBP in Millions)


Amount


Maturity


Rate


Book


 


£250M Super Senior Revolving Credit Facility 1


200.0


Sep-2024


 

 

Total Super Senior Secured Debt


200.0

 
0.4x


£950M New Senior Secured Fixed Rate Notes


950.0


2025


 

 

€300M New Senior Secured Floating Rate Notes


275.0


2025


 

 

£500M Existing Senior Secured Notes


500.0


2025


8.000%

 

Senior Term Facilities 2


175.0


2027


 

 

Total Senior Secured Debt


1,900.0

 
4.3x


Second Lien Facility


400.0


2027


L + 8.500%

 

Total Second Lien Debt


400.0

 
5.1x


Unique Securitized Notes 3


678.0


 


 

 

Total Securitization


678.0

 
6.4x


Total Debt


3,178.0

 
6.4x


Less: Cash and Equivalents


(353.0)

 

Plus: Restricted Cash


75.0

 

Net Debt


2,900.0

 
5.9x


Operating Metrics


LTM Reported EBITDA


494.0

 

 


Liquidity


RCF Commitments


250.0

 

Less: Drawn


(200.0)

 

Plus: Cash and Equivalents


353.0

 

Less: Restricted Cash


(75.0)

 

Total Liquidity


328.0

 

Credit Metrics


Gross Leverage


6.4x

 

Net Leverage


5.9x

 


Notes:

Pro forma capital structure which excludes the impact of IFRS 16 and £325M of holdco PIK notes due in Sept. 2028. EBITDA is pro forma adjusted EBITDA including synergies and is as of Jan. 19, 2020.
1. £50M only available for 23 months from July 2020. Initial margin of 3% and is subject to change based on leverage ratio
2. Margin will change on primary syndication when the Senior Term Facilities will be redenominated into euro. Margin also subject to leverage raito.
3. Includes £263M 5.659% Class A notes due to June 2027, £225M 7.395% Class M notes due from June 2021 to March 2024, and £190M 6.464% Class N notes due from Sept. 2027 to March 2032.



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