Tue 07/21/2020 10:54 AM
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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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