Background
Taylor Wimpey plc is the UK's largest housebuilder with overseas operations also in the US, Canada, and Europe
Following the downturn in the US and UK housing markets and a failed equity placement the Group engaged with its banks and private placement holders to reset covenants
As market conditions continued to deteriorate, discussions broadened toward a wider financial reorganisation and £250m Bonds maturing 2012 and £200m Bonds maturing 2019 were introduced into negotiations
Process & Solution
Close Brothers coordinated the formation of a joint Committee to represent holders of the £450m Bond classes, providing financial restructuring advice and leading negotiations with the company, banks, private placement holders and pension trustees
Following complex multiparty negotiations, against the backdrop of uncertain industry and financial environments, a solution was achieved that adequately compensated for the amendment of covenants and protected Bondholder interests, whilst balancing competing demands of various stakeholders and the need for a longer term sustainable solution for the company:
- increased coupon, transaction consent fees and PIK and warrant packages for lenders
- medium term 'downturn' financing solution, providing further facilities and extending & aligning maturities to July 2012
- revised package of financial and operational covenants
- construction of debt reduction targets with associated PIK penalties, coupled with incentives for de-leveraging and equity raising
In order to secure acceptance of the negotiated proposal, Close Brothers widened the Committee prior to the deal being put to a public vote - as a result 78% of holders of the 2012s Eurobonds and 76% of the 2019 Eurobonds had already signed irrevocable undertakings to vote in favour of the transaction, guaranteeing the 75% acceptance required by the terms of the Bond documents
In April 2009 the Bondholder resolution was duly passed by approaching 100% of holders, the attractiveness of the transaction evidenced by the trading price of the Bonds doubling following successful completion