O’Brien main obstacle to INM restructuring

September 30, 2009

There are going to be lots more like this. Should the restructuring of Independent News & Media go through, it will provide a fine worked example for the shareholders, bondholders and banks behind insolvent companies.

In May, when INM failed to repay a 200 million eurobond, the holders realised that, in the words of one observer, “they could pull down the pillars of the temple, but they’d die along with the shareholders.”

INM has some decent assets among its rag-bag of radio stations, newspapers and advertising sites, but it also owes a billion euros to the banks, who have nailed down any security they can for their loans. The bondholders might get something from insisting on their bond, but it would be a long wait for an uncertain result.

Five months on, they’ve come to the equity-for-debt swap. In exchange for giving up 123 million euros-worth of their bond, they get 723 million new shares, equivalent to 17 cents a share, against the current 22 cents. The balance of the debt will be repaid by a rights issue at 5 cents, underwritten by the bondholders. They will end up with between half and three-quarters of the enlarged equity.

The banks, who are sitting pretty, have extended their facility until 2014 (for a fee, of course).

This would be a good result for the bondholders, and the price has rallied to 75 percent of par. The shareholders would also salvage something. Unfortunately, INM is the chosen battleground for two of Ireland’s biggest egos. Anthony O’Reilly built the empire and has watched it collapse, while Denis O’Brien has built an equivalent shareholding and watched it shrivel. He’s not happy, and has his own plan for restructuring, but it appears to be so self-serving as to have no chance of success.

Should the proposed swap gain approval, a more conventional, less hubristic company might emerge in time, since the power of both men would be diluted. Unfortunately, that’s a strong motivation for O’Brien to use his 26 percent shareholding to block it. Totally separately from the restructuring deal, he has already called a general meeting to object to the agreed sale of an outdoor advertising business in South Africa.

O’Brien hasn’t responded to the plan. One way he could torpedo it would be to snap up sufficient bonds to have a blocking minority. But the O’Reilly camp believe he’s barred from buying bonds because he’s an insider, but he will surely demand some further concession in return for voting his shares in favour — even if the alternative is bankruptcy for the company. The bondholders’ proposals will require a 75 percent of the shares in favour.

O’Brien wants INM’s chronically lossmaking London newspaper, The Independent, to be sold or closed. It has no financial value, and has long been O’Reilly’s indulgence, and the bondholders may feel it’s their social duty to keep it going. O’Brien may disagree.

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