Mon 06/15/2020 09:30 AM
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U.K. insurance and roadside assistance group The AA is working with Evercore on possible ways to deal with its notes due July 31, 2022, sources told Reorg.

The AA has two sets of notes due July 31, 2022: its £372 million of A5 senior secured notes and £541 million of outstanding B2 notes. The group said at the end of April that it intends to continue to “proactively manage” its capital structure, including refinancing of the A5 and B2 notes due in 2022, subject to market conditions.

Sources said that the company is exploring several options to deal with its high-yield B2 notes. Possible strategies include an exchange offer consisting of new notes and a partial cash repayment for existing bondholders, or the issuance of a convertible bond, which would be detrimental for existing shareholders. The group may also consider the sale of its insurance division, sources added.

Currently, The AA has a market capitalization of about £157 million. Its A5 and B2 notes are quoted at 97 and 84, respectively, sources said.

On April 23, the company announced the early drawdown of its £200 million senior term facility to de-risk the planned refinancing of the remaining £200 million A3 notes due July 31, 2020.

As part of some debt management transactions, the company bought back £32 million of A and B notes for £28 million cash during the year and, in February 2020, exchanged £325 million A5 notes into new longer-dated A8 notes, which enabled the group to increase its average debt maturity from 3.3 to 3.9 years.

As at Jan. 31, the group had cash and cash equivalents of £149 million and an available working capital facility of £50 million, as reported. However, the cash balance includes £70 million of restricted cash which relates to amounts of restricted ring-fenced and non ring-fenced cash which is subject to contractual or regulatory restrictions.

The AA’s revenue for the year ended Jan. 31 rose 2% year over year to £995 million, while EBITDA grew 3% year over year to £350 million. Free cash flow increased significantly to £83 million, from £12 million in the previous year. Operating cash flows rose 23% to £317 million, while capital expenditure fell 16% to £69 million. Net cash flows increased by £43 million.

Discussing the Covid-19 crisis, The AA said it expects the company’s performance in 2020 to be robust in the circumstances and only slightly below that of the previous year. To minimize the impact on trading, a number of short-term measures have been enacted, including no pay rises, a suspension of its usual bonus scheme, a general hiring freeze, a 15% reduction in pay for all board members for three months, and tight cost controls across the business.
 
The AA plc
 
01/31/2020
 
EBITDA Multiple
(GBP in Millions)
Amount
Maturity
Rate
Book
 
£200M Senior Secured Term Facility due 2023 1
200.0
Jul-2023
L + 1.750%
 
£50M Senior Secured Working Capital Facility due 2023
-
Jul-2023
 
 
£165M Senior Secured Liquidity Facility due 2022
-
Jul-2022
 
 
Total Secured Bank Debt - First Lien
200.0
 
0.6x
£500M Class A2 Senior Secured Notes due 2025 2
500.0
Jul-2025
6.270%
 
£372M Class A5 Senior Secured Notes due 2022 3
372.0
Jul-2022
2.880%
 
£250M Class A6 Senior Secured Notes due 2023 2
250.0
Jul-2023
2.750%
 
£550M Class A7 Senior Secured Notes due 2024 2
550.0
Jul-2024
4.880%
 
£325M Class A6 Senior Secured Notes due 2027
325.0
Jul-2027
5.250%
 
Total Secured Bond Debt - First Lien
1,997.0
 
6.3x
£541M Class B2 Notes due 2022 4
541.0
Jul-2022
5.500%
 
Total Secured Bond Debt - 2nd Lien
541.0
 
7.8x
Finance Lease Liability
66.0
 
 
 
Total Lease Liabilities
66.0
 
8.0x
Total Debt
2,804.0
 
8.0x
Less: Cash and Equivalents
(149.0)
 
Plus: Restricted Cash
70.0
 
Net Debt
2,725.0
 
7.8x
Plus: Market Capitalization
295.0
 
Enterprise Value
3,020.0
 
8.6x
Operating Metrics
LTM Revenue
995.0
 
LTM Reported EBITDA
350.0
 
 
Liquidity
RCF Commitments
225.0
 
Less: Drawn
(4.0)
 
Plus: Cash and Equivalents
149.0
 
Less: Restricted Cash
(70.0)
 
Total Liquidity
300.0
 
Credit Metrics
Gross Leverage
8.0x
 
Net Leverage
7.8x
 

Notes:
Capitalization is pro forma for the post-balance sheet issuance of £325M class A8 notes in exchange for £325M of class A5 notes and the £200M term loan drawn on April 23 and redemption of class A3 notes. LTM Reported EBITDA is the company's trading EBITDA figure, including the application of IFRS 16, calculated as: EBITDA + (exceptionals, share based payments, contingent consideration movements, pension service charge adjustments). Restricted cash comprised of restricted ring-fenced and non ring-fenced cash which is held on behalf of the group's insurance businesses. RCF commitments is the total of reported liquidity available from banking facilities, which primarily includes the £50M working capital facility and £165M liquidity facility. Market cap is as valued by the company on January 31, 2020.
1. Security: same as for class A notes but with super senior priority. Available to refinance A3 notes.
2. Security: first ranking security in respect of the undertakings and assets of AA Intermediate Co Limited and its subsidiaries.
3. Security: first ranking security in respect of the undertakings and assets of AA Intermediate Co Limited and its subsidiaries. Reflects post-balance sheet date £325M redemption.
4. Security: class B notes rank behind the class A notes and have first ranking over the assets of the immediate parent undertaking of the AA intermediate Co Limited group, AA Mid Co Limited. Principal amount reflects £29M amortization.

--Luca Rossi
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