Yahoo Finance TalkTalk buy-out underpinned by £527m in costly borrowing
The buy-out of TalkTalk will be fuelled by £527m of borrowing due to cost the no-frills broadband provider hundreds of millions of pounds in interest charges.
Documents circulated this weekend showed that TalkTalk will pay an interest rate of up to 13pc on the new debt, which is being arranged by Ares Management, a Wall Street firm that specialises in lending to ventures that are too risky for banks.
The interest will not be charged in cash but instead rolled up and added on to the debt, meaning that by the end of the five-year term TalkTalk will owe up to £970m.
In the first year interest will be up to £69m, with subsequent years higher due to compounding. The financing, via a payment-in-kind agreement, comes on top of the company’s existing debts of £967m.
TalkTalk has struggled to carry even that burden in recent years against tough trading and a costly security breach. TalkTalk announced on Thursday that after two extensions to discussions it had finally agreed terms to go private in a deal by Toscafund.
The asset manager founded by Martin “the rottweiler” Hughes is already its largest outside investor.
The investment fund Penta, part of the same group as Toscafund, has also agreed to back the 97p-per-share deal, which values the company at £1.1bn.
Sir Charles Dunstone, TalkTalk’s chairman and largest shareholder, has agreed to roll his stake into the new private ownership vehicle. The £527m borrowing is more than the £440m required to buy out shares not held by Toscafund or Sir Charles, meaning they could also take out some cash. Each must retain at least 35pc of the new company, however.
Its reliance on very costly borrowing was interpreted as a sign that Toscafund may have struggled to find partners willing to contribute equity or debt. TalkTalk’s shares have declined from a high point of more than 400p in 2015.
The broadband market has shifted away from the basic service, which was most lucrative, in favour of faster connections, which require heavy investment. Spun out of Carphone Warehouse in 2009, TalkTalk last week reported a decline in subscribers of about 2pc over a year, a £52m decline in turnover and pre-tax loss of £3m for the first half of its financial year.
TalkTalk said its operational performance was resilient. Kate Ferry, its finance director since 2017, announced her departure as the buy-out terms were announced. She had been the fourth in four years.
Nick Delfas, a telecoms analyst at Redburn, said: “TalkTalk has had 10 sorry years on the public market, the least successful challenger broadband provider in Europe by far. It has had a particularly weak management culture and governance, from the finance director rotating door to extraordinary rewards for failure. At 97p the shares are still expensive and the new TalkTalk’s credit will be even worse.”
Sir Charles said: “Being a private company would allow us to accelerate adoption and focus on our role as the affordable provider of fibre.”
