RE: Stage 2 Debt Element28 May 2019 11:55
Beerbull
Just recalleed your Q:
" ‘There is strong incentive for Sirius to reduce the RCF by selling further bonds.’ Any chance you can explain?"
Heavy going, prospectus pps 219/220:
"Under the terms of the RCF, from time to time, the Borrower will be subject to a Securities
Demand. A Securities Demand is automatically triggered on a Securities Trigger Date. In the event of
a Securities Trigger Date, the Borrower must issue and sell Take-Out Securities to refinance such
RCF loans. As an alternative to issuing Take-Out Securities, (i) the Borrower may issue debt
securities (including securities convertible or exchangeable into or exercisable for equity securities)
with a maturity date beyond the final maturity date of the RCF or (ii) may issue Alternative
Securities. Subject to any prior cancellation or prepayment of the loans outstanding under the RCF,
the total commitment under the RCF would be permanently reduced by 60 per cent. of the net cash
proceeds of any Relevant Securities (other than net proceeds of any issue of common equity) issued,
e.g., by approximately US$300 million for each US$500 million. As a result of such reduction of the
commitment under the RCF, the Company would, for example, have an additional US$1.0 billion of
funding available for drawdown under the RCF following the issuance of a total aggregate amount
of US$2.5 billion of Take-Out Securities. However, in the event of a Securities Trigger Date, there is
no assurance that the Borrower would be able to successfully issue Relevant Securities on
commercially attractive terms, or at all. If the Borrower fails to issue Relevant Securities within the
Demand Failure Date, the loans under the RCF would then become subject to the Increased Rate. If
a second Securities Demand is triggered when Relevant Securities have not been issued in relation to
a previous Securities Demand, a Demand Failure Date will be deemed to have occurred on the date
of such second Securities Demand. If any such second Demand Failure occurs, it will result in
significantly higher financing costs for so long as Relevant Securities are not issued. Moreover, the
refinancing of outstanding amounts under the RCF through the issuance of Relevant Securities
following a Securities Trigger Date may be subject to higher financing costs than amounts drawn
from the RCF, which may result in significantly higher overall financing costs."
Jist FMU is if Sirius don't get the $2.5bn facility sydicated out as bonds (or some via other securities) JPM's charges go up and up.
GK.