Member Info for Kando

Yes, but still, that is net debt, not total debt. So total debt minus cash and cash equivalents.

From the FY 2023 going concern statement:

"As of 31 December 2023, the Group’s

principal debt facilities comprise a $1,200.0m revolving credit

facility maturing in October 2026; a $200.0m term loan which

matures in October 2026 and $352.5m of US private placement

debt repayable in various tranches between July 2024 and July

2031, with around 75% due after the end of 2025. The weighted

average maturity of the Group’s debt profile has been extended

as a result of a new term loan being put in place which replaced

an existing facility of the same value and that was due to

mature in September 2024. At 31 December 2023, the Group

had headroom of $843.1m under its principal debt facilities and a

further $59.8m of other undrawn borrowing facilities. The Group

also expects to have sufficient levels of headroom in the severe

but plausible downside scenarios modelled."

So they'd drawn about 400m of the RCF and had 550m of other debt, and then lease obligations on top of that. This was back in 2023. The situation is presumably different/projected to be worse today, given another year of negative FCF and as yet insufficient asset sales to cover that.

So to be clear the 690m you say, is not the total debt, but the last reported position net debt, excluding leases. There is a difference. If you add up all the debt facilities you get ~$1.75bn of which somewhere between maybe $500-750m are undrawn as of today.

*net debt (excluding leases).

Total debt is, iirc, ~$1.6bn.

Net debt excluding leases, ~$690bn

Net debt with leases, ~$1.1bn.

"Will they RNS an accounts release date in advance, or just spring the books out of the blue on us via RNS one morning?"

I believe they will update when the audit is nearing completion and give an approximation of when the accounts will be available to be published by.

"Assuming the accounts are released to auditor satisfaction, how long afterwards will they come out if suspension? Same day? Next day?"

In theory it can happen as soon as the accounts are released, assuming everything has been done correctly. That same day.

"If the books are released to Sidara's satisfaction what time line to them making a formal offer? Seems they have held on this long so some sort of offer will be inevitable, but will it be 35p?"

I would imagine soon after if not concurrently announced with accounts. If all the preconditions are met re: debt modifications with lenders (who are probably also awaiting the conclusion of the audit to okay the modifications) then it could be the same day.

"When would any rival bidders have a chance to make an offer? Surely some declared interests would have had to have been made public by now."

Anyone can bid at any time prior to the takeover process being complete. The board can accept and recommend Sidara's offer and weeks later, someone else can offer more and gazump them. Until the takeover is finalized, it's still possible for other bidders to enter. So no, no one else would have had to declare an interest before now, nor would they be incented to. Any hypothetical interested third parties would allow Sidara to secure the debt modifications with lenders, inject cash as part of their first tranche of liquidity injection, allow the company to stabilize itself with lenders - and then swoop in with a higher offer (and not improbably replace Sidara's liquidity injection like for like).

"Here we are half way through July, any bets whether accounts are released this month or next?"

I would say more likely September at the earliest. But that is only my guess. I think were it to be sooner, or this month, we would have heard something by now about them nearly being ready. Other companies in similar situations have provided such updates. So by the sounds of it, we might see lenders trying to force Sidara to table the bid before the accounts are out. The Sky article presented some urgency to get it done before July, and now there's urgency to get it done before the end of this month if rumours of a lender growing impatient are true.

Fair enough, I think we've all just misunderstood each other. I agree with you there is a looming skills gap, I'm just not sure Poker was disagreeing either, I think he was just mentioning some of it might be mitigated by robotics.

I sort of understand the defensiveness if it's your job, but robotics ARE being used offshore. I'm not sure why you're getting so much heat for it Poker. ROVs and AUVs are being used all over the industry. A lot of inspection and basic maintenance work is now done robotically, underwater welding and such, no longer relying on human divers. The reality is, over the last 20 years, some jobs have already been replaced by robotics or at least robot/drone operators and that trend isn't going to stop as robotics and AI invariably advance further. Alright, maybe Bob's right and Wood Group is some Luddite backwater that I didn't realize it was, where "electronics aren’t even allowed outside", but most operators in the industry do embrace automation and robotics when it's available.

"Dropped to 21 pence stateside. OTC."

But nice to see it's back up 37% to 38 cents into the close. For what little it means on such tiny volume, it's still good to see it back up hovering under the proposed bid price into the weekend.

Yeah, for what it's worth Bob, sorry to hear about your potential losses from your share scheme. It really should be to no-one's relish that Wood has found itself in this position, we're all just hoping for the best available outcome from a bad situation. Employees probably deserve the best outcome here most of all, as pretty much none of this - Amec acquisition, the weighting towards LSTK projects into an inflationary crisis, senior leadership masking losses, certain other management decisions from 2017 onwards... none of that was down to employees working any less hard or diligently.

We might all sometimes disagree on what's likely and what's available as outcomes, and worry to a greater or lesser extent about the implications of sacking the board/rejecting bids, but I wish you the best all the same.

How is it do you think other bidders will "come to the auction" if the initial bidder does a "run and jump" Mick? To realize fair value/a higher value, you need Sidara to start the bidding. No one else has bid, right?

My agenda is the same as yours, apparently. You're just being foolish and illogical about it, and transparently very selfish and greedy. You'd risk the company going into administration than accept the only recapitalization on offer because it's not enough in your pocket, in your mind.

"I’d suggest the Iceman and certainly I want these people looked after as it’s through no fault of their own the company finds itself in this mess. I want to see longevity for their employment within the area and personally I would like Sid to take a run and jump with their poxy 35p offer to shareholders as frankly that’s all that matters as the other £450M is irrelevant to us lot."

Are you being sarcastic Mick? You say that with no shame or sense of irony?

So you want the best for staff and longevity for their employment but you want the only people offering to safeguard the future of Wood and inject vital liquidity to "run and jump" and you say who gives a **** about the cash injection required to keep the company running, that's "irrelevant" because that ain't coming to you as a shareholder...that's the employees' problem, not yours.

What an attitude... Selfish to the max and full of most absurd contradictions.

Thanks carrot. There isn't anything in there that I disagree with. Thanks for the reasoned response.

Have you any guesses or heard anything as to when accounts might be done? So far we're all just guessing; last month sounded like we might be close to a deal afterall, then we got another extension. Either the preconditions were about to be met, or waived. Could they be close, or are they still some way off and the pressure from lenders was ramping up such that the publication of accounts was no longer a prerequisite?

If things are worse than they sound, then maybe there will be no other bidder, but if they're about as bad as they currently sound, I could still conceive of other interested parties. In my estimation there's still a lot of value in Wood Group. But yeah it's obviously guesswork and there's a lot we don't yet know. Apollo were interested enough to look at 230p 24 months ago, it's hard to imagine they aren't casting at least a side eye towards what's happening here.

Rock, they could but I don't necessarily think that they would. If you go much lower than £242m then other people might rightly say, if they're getting it for nothing, why don't we take it for nothing. I don't know about you, but I can parse out some of their EBITDA into cash flow and conceive of a time in maybe 27-28 where they're generating 242m a year in FCF again. EBITDA is strong and growing, while exceptional outflows related to LSTK projects and legacy legal obligations have rolled off. So someone could be paying just a year's near-future cash flow for the whole company. That cash flow is not guaranteed but it's conceivable if the company avoids any further own goals. So yeah, I don't know how low Sidara would dare to go without inviting trouble from a competing bidder. It's already dirt cheap so I wouldn't be surprised if they stuck to their offer and called that a win. Why complicate things too much.

Rock, I suppose it's either:

The debt modifications are a non-negotiable for them and lenders won't agree to them without seeing the audited accounts. Lenders will be wary of taking Wood's accounting as gospel, so require the audit to modify the debt.

And/or, Sidara are pushing it till the situation looks most bleak to guarantee the best price and limit the likelihood of other bidders. The longer it goes, the more pressure for and by everyone involved, as Wood are still burning cash this year, have looming debt maturity, difficulty renegotiating it. It's a slow pressure cooker until 35p looks like mana from heaven for holders, if it doesn't already.

As long as they get in before lenders pull the plug and say no more waivers, they'll be in time to steal it. Lenders would MUCH rather a takeover than administration, and probably much prefer takeover to debt for equity - they generally won't want to have to take over and turn the business around themselves, they're banks not private equity, they won't want to get their hands that dirty. So yeah, eventually the lenders will run out of patience being forced to give endless extensions of waivers. They'll want some resolution and reduction of risk as soon as possible. That'll be when Sidara has to move or miss out. Maybe it'll be this month, within this extension, who knows. They did sound close last month per Sky.

I hear you Gonzo, thank you. But even trolls can be invested and have an opinion.

Need I remind you Mr IceCool mocked, laughed at and took pleasure in other holder's misfortune when the FCA investigation was announced two weeks ago. We'd all have to "cancel our cruises" because of the losses - because to him the FCA investigation was a cause for celebration, that Sidara would certainly walk away and the takeover made impossible. Followed by gloating and a torrent of laugh emojis. Two sides of the same coin with Carrot if you ask me.

*apparent

I hear you Medjed, I do understand, but I think your numbers, while they tease at an appealing alternative, understate the apparently level of recapitalization required. It's not £200m that Sidara are offering and Wood apparently requires, but $450m. The level of dilution required, as we've discussed before, would be significantly worse and would take a considerably higher market cap to generate a profitable alternative to the 35p already proposed. That's just my take. I understand however the sentiment and I feel not just for LTHs with higher averages, but most holders, as this one has become quite ugly and uncertain for all.

I just hope for the best for everyone. But I'm still certain sacking what remains of the board would be value destroying for shareholders. Ditto Sidara being told to walk. At the moment the value Sidara or another bidder sees in Wood is the only value Wood has. If it runs out of cash and lenders say no more lending, or we want our money back, then order books and future cash flow don't matter.

"What’s actually “odd” is blindly backing a fire-sale deal in the dark and calling it smart."

It's not really in the dark though, old bean. The company have been pretty clear in their communications how bleak things are. Profit warning guiding to FCF downgrade to negative this year, that they need and intend to sell assets to cover it because apparently they don't have the cash, a need to recapitalize the business "exploring all options" including (and apparently preferably) a sale in its entirety, you've got lenders rolling over short term waivers for having breached debt covenants who are probably getting quite impatient.

You hate the board, think they're terrible at the job and need sacking but also seem to think the accounts are going to be way better than anyone thinks and the company is chugging along nicely. It's all very discordant, by turns selectively cynical and selectively optimistic. If only things were as simple as sacking the board and getting £1.30 per share like you've claimed.

"Yes, I’d profit at 35p, but that doesn’t make it fair or acceptable."

So to be clear you'd rather get much less via any of the other forms of recapitalization the company has explored? It would be more "fair and acceptable" to you to be wiped out by dilution? Odd chap.

*recall you held

Carrot, what's your opinion on odds and outcomes here? And just for context would you perhaps also share your position whether long, short or neither.

Earlier on I seem to recall you were a held a more negative outlook, and am I wrong in saying you've softened or warmed somewhat to the prospect of the proposed Sidara deal going through? Do you think it more likely than not?