RE: Africa down under conference4 Sep 2021 04:32
I have 37 years in banking M&A.
The narrative re Senior Debt has changed, as some have picked up.
This was (to my knowledge) the first time Harry advised of formal "Credit Committee Approval" for the syndicated term piece.
Prior to this it has been "Term Sheet Received" - BIG BIG difference.
For those not familiar with the banking landscape, let me clarify.
A Term Sheet is issued on the back of tentative board approval, typically on the back of a short credit paper, reviewed early doors by credit/the board. This will be subject to third party;
1.) Asset Valuations
2.) Due Diligence (DD)
3.) Financial Due Diligence (FDD)
Once all of this has been achieved successfully, the output from the above is then passed to the Underwriting function, who will draft a full Credit Memorandum for full/fiinalCredit/Board sign off.
Only then (if the bank/s are completely happy) will you get a formal offer of facilities i.e. Final Credit Approval.
This is where we are now.
The Formal Offer will set out all the terms, conditions, pricing etc, and is 100% 'board ratified' i.e. it is hard wired to the transfer of funds.
The offer will contain;
1.) Conditions Precedent (CP's) - being matters needing attending to prior to funding. Typically this is "sight, of and satisfaction with" and relates to conditionality and covenant satisfaction. This is pre financial close stuff and the norm.
2.) Conditions Precedent (CP's) - being matters that can be formalised within a certain timescale following project/financial close. This usually relates to the provision of management accounts, revised valuations against things yet to occur etc. It is post deal housekeeping and needs attending to as its geared to deal covenants, which you do not want to breach .
For me, this confirmation and narrative from Harry means more than anything we have heard this year.
To also have board approval from the principal equity piece (which would have been a co-terminus decision in parallel with the term debt offer) is hugely encouraging.
The rest is easy, as all parties know the 2 main elements of the overall project finance structure are nailed on.
Looks like October is going to be one heck of a month for shareholders.
GLA.