RE: Kelso Group…10 Feb 2023 19:04
Hi Brewman
Just sharing ideas / musings, suggest below has merit and it could work
So Kelso pay £cash to THG and also issue Kelso shares as part of the consideration -put aside discussing the £quantum in detail but say £750M cash £750M paper as an example
THG then distribute the shares pro rata to THG share holders via a dividend in species, this gives everyone in THG a carry in the newco that is just focused on Nutrition
Moving forward Kelsa would enjoy roughly £110M cash before paying Ingenuity which would be a Operating cost, they may get to £100M cash
They put a pref coupon on the £750M , 7% ?
‘They’ Nutrition are then knocking out £50M FCF net net , that would well
justify the m/cap and more ….plus we have cash to grow this business
They utilise some tax losses as part of the deal if possible
Suggest the above could satisfy all parties
It could be argued they wouldn’t need to sell a piece of Beauty, repay debt, fund Ingenuity - ideally spin it out, again dividend in species to THG share holders
Control both entities
Beauty is doing 7% EBITA before paying Ingenuity, with no debt ( on paper ) the EBITA is FCF
What’s in the pot for THG shareholders at this point ?
A piece of Nutrition pro rata 50% less than we have now but maybe the same £value as THG shares that we have now ? Maybe higher value
No debt - eventually saving £60M a year cash, it’s a big number
Beauty, gets a war chest to grow, we retain 100%
Ingenuity gets funded Moulding has the funds to develop the SaaS platform
we retain 100% / spin off Ocado style