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Ad revenue confusion: Where does slowdown end and recovery begin?

Posted by Peter Kirwan on 4 November 2009 at 17:49
Tags: Daily Mail & General Trust, Google, ITV, Independent News & Media

Confusion stalks the land. Is flat the new up? Or is down the new flat?

Typically, recovery means revenue growth. But after two years of declining ad spend, sentiment encourages inflated claims. Disappointments seem exaggerated in their effect. Some persist in talking up a recovery. We all want the pain to end.

At the Guardian a few weeks ago, Roy Greenslade asked whether newspaper publishers might be on the “verge of a remarkable recovery”. The evidence for “renewed optimism”, Greenslade told us, lay in share prices that have “come off the floor”.

This morning, by contrast, Greenslade has noticed a Wall Street Journal piece which argues (in his words) that “there is no real recovery in advertising income”.

Greenslade goes on to paraphrase the allegation that publishers have hyped “slight moderations in the rate of decline of their year-on-year ad revenues”.

There has been some hype. But in general, this is something that chief executives and finance directors tend to avoid. Irresponsible cheer-leading is career-limiting.

Financial PRs are often less squeamish. In the face of pressure to maintain share prices, they’re paid for their promotional skills.

Of course, what matters to journalists is a new direction for the narrative. At the moment, we’re all straining at the leash to declare the end of recession.

This is visible, most of all, in the headlines that fill up Blackberry screens. One among many tells a story: “Daily Mail looks to happy New Year as advertising slide slows” (The Times, 30 September).

Dan Sabbagh’s accompanying copy spells out the facts on which this bright headline relies: a 21% decline revenue at the Mail and Metro during July and August, followed by a 10%-12% decline in September.

This big contrast between flaky summer months and back-to-school September might not tell us much. Notably, Sabbagh’s story quotes Peter Williams, DMGT’s finance director, refusing to “call the bottom, in case it turns out we are on a ledge”.

The reaction to Independent News & Media’s trading update on 29th October was similarly interesting.

INM’s trading update was ugly. Ad revenues fell by 19% YOY during the nine months to October. Operating profits nearly halved. Worst of all, from the City’s perspective, INM cut its forecast profits for the full year, which ends in December.

Yet some of the coverage — at Dow Jones, Reuters and the Irish Times — underlined the idea that ad revenues are stabilizing.

Arguably, it was the third par of INM’s trading statement that influenced these stories and headlines:

This marginally improved year-to-date revenue performance compared to the trend for the 1st half of 2009 demonstrates a stabilising advertising revenue trend, with each region experiencing similar advertising trends to H1 2009.

The “marginal improvement” mentioned here was very marginal indeed: a 19.6% decline in ad revenues during 1H, versus a 19% between July and October. Tucked away in the 20th par of the earnings release, meanwhile, was this warning:

Based on still limited visibility, the advertising trends experienced in September and October remain challenging and are expected to continue for the remainder of 2009.

In other words: things might continue to improve very slowly, but don’t bet on it.

Stephen Miron, the chairman of Global Radio, probably thinks similarly about the prospects for his business. Last month, Miron told the Times: “Single-digit declines are the new up now — so used are media businesses to the problems of the year so far.”

It was a back-handed comment. Yet already, the game has moved on. Since Roy Greenslade raised the prospect of a rip-roaring recovery three weeks ago, the shares of DMGT, Johnston Press and Trinity Mirror have all turned downward. The markets have hit the pause button: the six month-long run-up in share prices is over for now.

This suggests that Big Media needs to generate real revenue growth, and quickly. Yet the GDP numbers for Q3 — down by 0.4% — say that this isn’t possible, not yet. Retailers, the biggest advertisers of all, are experiencing similar difficulty. Marks & Spencer may have beaten the market’s profit expectations today, but only because of canny cost management. Like-for-like non-food sales are still declining.

After Christmas, we’ll find out more about how consumers are feeling. Perhaps VAT cuts and the car scrappage scheme have simply brought forward household expenditure that would otherwise have occurred in 2010. Richard McGuire, fixed income strategist at RBC Capital Markets, is among those who think this is the case.

Last week, Sir Martin Sorrell unveiled disappointing results at WPP. He had this to say to those who (for understandable reasons) persist in talking up the market.

“I don’t want to get into that mentality where you accept that declines in negatives is good. We don’t accept that. I’m surprised at people who see sequential declines in negatives [of revenue loss] and say the downturn is over. . . We will only declare final victory when we see positive growth year on year. You can’t declare victory on improving negatives.”

The message was a stern one. As usual, though, Sorrell was on the money. We’re not out of the woods yet.

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O’Brien vs. O’Reilly: Destroying the village in order to save it

Posted by Peter Kirwan on 2 October 2009 at 10:12
Tags: Independent News & Media, Media

As I suggested yesterday, the fat lady has yet to sing her song at Independent News & Media.

This morning’s print editon of the Irish Times carries speculation about a “revised proposal” that Denis O’Brien submitted to INM’s bondholders on Wednesday.

Most reports earlier this week treated the INM board’s vote in favour of the O’Reilly refinancing plan on Monday night as the end of the story.

It wasn’t: a 75% majority of bondholder votes is also required. Presumably, the bondholders are willing to give O’Brien another shot.

If this effort fails, O’Brien may try to buy out sufficient of the bondholders to block acceptance of the O’Reilly plan. Under these circumstances, examinership (administration) remains an option for INM. So, too, does the prospect of O’Brien buying the company from its administrators.

This saga, in other words, could still have a long way to run. In this context, O’Brien raised an important point yesterday. Speaking in Dublin, he argued that there is more to this struggle than the dynastic ambitions of two clans:

At a speaking engagement in Dublin yesterday, Mr O’Brien said the restructuring plan announced by the board of INM would make it a “zombie” company. Speaking to a group of UCD students at the Belfield campus, Mr O’Brien said INM was “an old-style company that has been run into the ground”.

O’Brien is hinting that the O’Reilly plan will result in a company with restricted room for manoeuvre. It’s not the first time he’s mentioned this prospect, either. Last week, O’Brien’s advisors argued that his original plan for INM would result in a company that is “better capitalised”.

You’d be foolish to take the hints of a buccaneer like O’Brien at face value. At Reuters on Wednesday, Neil Collins described O’Brien’s original plan as “so self-serving as to have no chance of success”. And yet O’Brien raises a valid point.

Too many reports remain fixated on the mechanics of deal-making. What really matters is whether INM, a company that publishes over 200 newspapers around the world, emerges from this crisis with the ability to shape its own destiny.

Johnston Press has already become a zombie company, a cash machine for the masters of the universe. Will INM now follow in its wake?

The warring parties could yet come to resemble the US marine commander who famously claimed that it was necessary to destroy a Vietnamese village in order to save it. All too often, this is the tragic outcome of debt refinancing overlaid with a struggle for equity control.

If INM isn’t already “an old-style company that has been run into the ground”, it stands an excellent chance of becoming one by the time its creditors and would-be masters have finished with it.

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O’Brien vs. O’Reilly: Has the fat lady done her bit?

Posted by Peter Kirwan on 1 October 2009 at 18:43
Tags: Independent News & Media

Is everything done and dusted at Independent News & Media? To judge by the press coverage, it looks that way.

The O’Reillys appear to have triumphed over Denis O’Brien. We’re told that the bondholders owed €200m will take a 45% stake in the company. Surely, INM’s banks will follow up with the renegotiated debt package that we’re told was agreed in principle months ago.

The Indy and the Sindy will remain within the fold. And after paying off €350m-worth of debt, Gavin O’Reilly will carry on as chief executive.

And yet, something feels not quite right. The silence emanating from Denis O’Brien’s side since INM’s board approved the O’Reilly plan on Monday night has been deafening.

O’Brien’s experience as an investor in INM has been nasty, brutish and short. He has lost an estimated 80% of the value of his original investment. Now, in order to make room for the bondholders, his remaining stake will be halved in value.

Historically, O’Brien has struggled to remain quiet in the face of defeat. Has the fat lady sung her last?

A piece in today’s Irish Times suggests not. According to Leslie Buckley, one of O’Brien’s representatives on the INM board, we’ll be hearing “plenty of news about INM over the next few days”.

What could he mean?

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O’Brien bids for INM: Backdoor takeover aims to please banks and bondholders

Posted by Peter Kirwan on 24 September 2009 at 16:48
Tags: Independent News & Media, Media

At Independent News & Media, the endgame has kicked off. Denis O’Brien has unleashed his bid to take control of the company.

O’Brien wants to cut the O’Reillys out of any refinancing. His backdoor takeover effort may succeed if it offers more to INM’s banks and bondholders than the O’Reillys can muster.

The major concern for most readers is probably the future of the Independent and Independent On Sunday.

A new owner (surely likely if O’Brien wins) probably wouldn’t be a disaster. The papers might end up leading a more constrained existence inside INM if the O’Reillys emerge victorious. Why? Because regardless of who wins, the banks will ultimately refinance INM’s debts on swingeing terms.

From this perspective, the loyalty of some commentators to the O’Reillys seems misplaced. For journalists working on the Independent and Independent On Sunday, the O’Brien proposal might just prove to be more attractive (if also more risky).

In any event, O’Brien faces some big hurdles, including the bondholders, who, like Dr. Strangelove, possess the nuclear option of shoving INM into bankruptcy.

The bondholders are less than charmed by O’Brien. One of their advisors tells the FT they will “consider anything” — including his de facto takeover bid. But if O’Brien wins, the bondholders will need to live alongside him on the share register, which makes the advisor’s next comment pertinent:

“We are also not convinced Mr O’Brien would offer the right management for the business and believe the company would benefit from the diversification of its shareholder base offered under the company’s proposal.”

Against this, it’s necessary to weigh the fact that O’Brien is offering the bondholders something that the O’Reillys aren’t offering: cash.

In any event, the banks are real kingmakers around here: they’re owed more than anyone else (€1.1bn). The banks will make their decision by looking at two things.

First, they will try to establish who has the better chance of wringing the most profit from INM. Here O’Brien has the advantage of wanting to sell unprofitable assets (like the Independent) while retaining profitable ones (the South African advertising business).

At the very least, the O’Reilly clan has the advantage of being familiar with the business.

Second, the banks will push both sides to maximise interest charges and the size of repayments. Almost certainly, the winner will promise the banks more cash, and sooner.

Details of the rival O’Reilly and O’Brien plans remain sketchy. Here’s what’s been reported so far:

The O’Reilly Proposal

– All shareholders equally diluted by 45% shareholding offered to bondholders.

– In return, bondholders write off €100m-€120m of €200m debt. . .

– . . . and “extend the payback time” on the rest. [Reuters]

– INM will then raise €90m with a rights issue. Presumably, the proceeds have been earmarked to repay loans to banks (not bondholders).

– All shareholders will get an opportunity to “rebuild their position in a rights issue” [Irish Times/FT]

– In total, debts to be reduced by €350m (via rights issue, bondholder shares and asset sales already announced) [The Times]

– Deal can be done without O’Brien’s agreement.

– The bondholders’ 45% stake would require a waiver from the Irish financial authorities.

– Sell the profitable South African outdoor business.

– Retain the Indy and Sindy.

The O’Brien Proposal

– O’Brien will take a majority stake after injecting €100m cash into INM via his “RescueCo” (INM is currently valued at €240m). [The Times]

– An unknown portion of O’Brien’s cash used as part-payment to bondholders owed €200m [The Times]

– Bondholders receive a smaller stake in INM than under the O’Reilly proposal. But they will hold shares in what O’Brien describes as a better capitalised company [Irish Times]

– O’Brien will rely upon “a mechanism that did not give other investors [including the O’Reillys] the same right to subscribe to new shares”. [The Times]

– INM suggests O’Brien plan would require company to enter bankruptcy first. O’Brien camp denies this. [The Times]

– O’Brien would take “majority stake. . . and be empowered to depose its management”. [Irish Times/FT]

– O’Brien’s 30%+ shareholding would require a waiver from the Irish financial authorities.

– Retain INM’s profitable South African outdoor business.

– Sell or shut the Indy and Sindy.

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O’Brien’s endgame: Take control of Independent News & Media

Posted by Peter Kirwan on 2 September 2009 at 23:54
Tags: Independent News & Media, Media

What a mess.

Denis O’Brien has demanded an extraordinary general meeting of shareholders at Independent News & Media. He wants the company to shut or sell The Independent and The Independent On Sunday.

The renewed demand — a formal one this time — seems to have been prompted by INM’s decision to sell its South African outdoor advertising business (which O’Brien wants the company to retain).

INM has 21 days to respond formally to O’Brien’s request for an EGM. And it has 23 days left before the next deadline for resolving its €200m bond default heaves into view (on 25th September).

Presumably, those negotiations can’t reach a conclusion while open warfare exists inside the boardroom.

And so the clock keeps ticking. Last week, INM’s interim financials revealed that these interminable debt renegotiations have cost the company €8.6m so far in professional fees.

Working on the assumption that O’Brien has increasingly become the main obstacle to a deal, there’s an irony in this.

INM’s UK operations — which include the Independent and the Belfast Telegraph –- lost €3.8m between January and June. Gavin O’Reilly, INM’s chief executive, believes that the Independent could breakeven by 2010.

Rather than going to line the pockets of INM’s advisors and lawyers, wouldn’t INM’s €8.6m have been better spent shoring up the Independent through the worst of the recession?

Of course, this hardly matters if the Irish Times is correct about O’Brien’s ultimate aim: to push INM toward examinership (administration) before buying the company outright.

INM appears to hint at this ulterior motive in its response to O’Brien’s EGM demand. (”It is difficult to see how Mr. O’Brien’s actions assist in the resolution of the financial restructuring, which the board believes is in the best interests of the company and its stakeholders.”)

Reuters, too, has picked up the same whiff of ambition on O’Brien’s part. Its story quotes an unnamed Dublin stock analyst as follows:

“I think he [O'Brien] still has an interest in being a controlling investor at day one of a new Independent but it is a question of the damage beforehand. Open warfare is not helpful.

For several reasons, the suggestion that O’Brien wants control strikes a chord. Why else reopen hostilities when O’Brien has already seen off his nemesis, Sir Anthony O’Reilly? Why do it at a point when Gavin O’Reilly appears to have a viable plan for reversing INM out of its plight that the banks find acceptable?

For no other reason, I suspect, than the fact that O’Brien sees himself as a suitable dynastic successor to O’Reilly Snr. More pointedly, corruption allegations give O’Brien an incentive to get close to the means of influencing public opinion in the Republic (if not the UK).

At the Guardian, Richard Wray suspects that O’Brien might even get his way, forcing the sale of the Independent. If this occurs, it’s hard to see how INM’s management team — including Gavin O’Reilly — could continue to run the company. After such a vote of no confidence, all bets would be off.

Of course, if O’Brien does intend to take control of INM, he will need to placate more than the company’s shareholders.

As Vincent Browne points out at the Irish Times, O’Brien already owns a fair swathe of the Irish Republic’s media (mostly in the form of radio stations). Adding to his empire would pose a grievous headache for anti-competition authorities.

I doubt whether Denis O’Brien will ever run for public office. But the remaining facets of this story — corruption probes and concentrated media ownership — add up to something familiar. In Denis O’Brien, the Irish Republic could soon find itself giving birth to its very own version of Silvio Berlusconi.

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The 20/20 Scenario: After a year of recession, what’s next for ad revenues?

Posted by Peter Kirwan on 2 September 2009 at 12:51
Tags: Associated Newspapers, Independent News & Media, Johnston Press

Last summer, I wrote a piece for the print edition of Press Gazette outlining the scale of the carnage that would be caused by two successive years of 20% declines in ad revenues during 2008 and 2009.

At the time, regional newspaper groups were already delivering year-on-year declines of 20%. The nationals, I reckoned, would surely follow.

To illustrate the scale of the challenge, I calculated what Johnston Press and Associated Newspapers would need to do to maintain their pre-recession profit margins under such circumstances.

They would need to cut deep. At Johnston Press, cuts of £115m — amounting to around one-third of the company’s cost base — would be required across 2008-2009. At Associated, cuts of £150m would be needed.

Partly because these numbers were so huge, The 20/20 Scenario seemed freakishly alarmist. At the time, projections for ad revenues knocking around the market — many of them generated by ad agencies — still looked relatively rosy. In May 2008, for example, WPP-owned Group M predicted that UK ad markets would decline by just 3% in 2008 and by 5.6% during 2009.

Tony Loynes, the then editor-in-chief of Press Gazette, wasn’t best pleased with my copy.

He was keen on pinpointing a few reasons why the newspaper business might emerge from recession in half-decent shape. The copy left him with a bit of a dilemma. “We can’t just tell the industry that it’s fucked,” he said.

Well, the notion of two successive years of 20% declines in ad revenues is no longer looking exotic.

Last week, John Fry, the chief executive of Johnston Press, used the Advertising Association data I’ve reproduced above to illustrate what has happened to ad spend since the onset of the downturn in early 2008.

The regional press has pretty much managed to cram two years’ worth of 20% declines into a single year.

So far as I can tell, Johnston Press has cut £63m out of its cost base since the start of 2008. That’s not quite £115m. But part of the pain has been expressed in declining operating margins, which have nearly halved. And make no mistake: there are more cuts to come, not least because of the penal terms on which Johnston Press refinanced its debt this week.

Ad revenue declines in national media have steadily deepened. The outliers have been run ragged. Channel Five recently reported a 27% YOY decline in ad revenues during the six months to June. Independent News & Media reports that ad revenues at the London-based unit that contains the Independent and the Belfast Telegraph fell by 35% YOY during the first half.

Look, too, at the acceleration of these ad revenue declines at INM’s UK operation. This doesn’t feel like the start of an upturn:

1H08: -7.7%

2H08: -22.7%

1H09: -35.3%

Another way of skinning the same cat: during the first six months of this year, Johnston Press generated £67m less in ad revenues than it did during the corresponding period in early 2008. At INM, the Independent, the Independent On Sunday and the Belfast Telegraph have lost perhaps £30m of ad revenue during the past year.

That’s nigh-on £100m in lost revenue at two newspaper groups since the onset of recession. Multiply these numbers across the rest of the newspaper industry, magazines and commercial television: billions of pounds of ad revenue have been lost during Year 1 of recession. (According to Nielsen, US media markets have lost $10bn in revenue during the first six months of this year.)

So where do we go from here? The uncertainty is visible in headlines that greeted INM’s half-yearly results on Friday:

“Downturn bottoming out, says Independent News & Media” (The Independent, 29 August 2009)

“Independent News & Media sees no ad pickup” (Wall Street Journal, 28 August 2009)

In a way, both were correct. No-one can conceive of ad markets falling much faster, or even at a similar rate. Yet no-one can yet perceive any sign of growth. As Gavin O’Reilly put it last week: “You’re probably at the bottom, though that doesn’t mean advertising is about to suddenly rebound.”

Hence the hopeful talk of “easier comparatives”, “stabilization” and “bumping along the bottom”. But note O’Reilly’s conditional. We’ve “probably” seen the worst.

Aside from the odd glimmer provided by economic data, the potential upside feels eerily limited. This occurred to me last week, reading the financials turned in by the global drinks group Diageo. The company reported a healthy increase in net sales, from £8bn last year to £9.3 this year. Notably, however, global marketing spend fell by 9%, because of “media deflation”.

Even in a recovery, advertisers won’t allow media owners to claw back concessions like this in a hurry.

The potential for downside? It feels plentiful. Households seem to be unwinding debts rather than consuming. As the damage to the real economy over the past year feeds back into the financial system, the banks are being hit by a rapidly rising tide of defaults on corporate loans. This explains why business lending is so anaemic.

Although the figures are notoriously volatile, the apparent collapse in business investment is worrying. Unemployment is still rising. We’ve still got deep public sector spending cuts to come, as well as the withdrawal of VAT cuts and quantative easing.

In the short term, a renewed stock market collapse is the most likely catalyst for a further loss of confidence in ad markets. As chief executives are pummelled by investors in the wake of a crash, marketers swiftly feel the heat emanating from above. Budgets get slashed rapidly.

After a huge bounce from February’s lows, the Footsie feels uncomfortably like a sleep-deprived supermodel clattering along the catwalk in 9 inch heels. As Larry Elliott pointed out in the Guardian on Monday, September is traditionally an “accident-prone” month. October, too.

Setting out The 20/20 Scenario last year, I felt like one of those old guys who used to pace up and down Oxford Street with a sandwich board proclaiming that the end is nigh. This year, I feel like first cousin to the Grim Reaper. Let’s hope the markets avoid an accident this autumn.

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O’Reilly & the bondholders: Another twist, another turn

Posted by Peter Kirwan on 22 June 2009 at 13:37
Tags: Independent News & Media

Should journalists working for Independent News & Media be concerned about the talk of a rights issue that emerged over the weekend and was confirmed this morning?

Adjectival flourishes like “emergency” and “deeply-discounted” make the news of INM’s rights issue sound vaguely threatening.

Yes, there’s risk involved. But this also looks like the beginning of the end for INM’s irksome negotiations over the €200m bond it owes to a selection of financial institutions. And that’s good news.

The original repayment deadline was mid-May. This was extended to 26th June while negotiations continued. Now we’re probably looking at a further extension to 24th July.

A successful conclusion to talks would open the way to a separate, badly-needed, deal with the lending banks to whom INM owes a further €1.2bn. This larger deal — already agreed in principle — has been designed to haul INM through the rest of the recession.

The rights issue will raise money for a part-repayment to bondholders by offering INM shareholders the right to buy further shares in the company. If investors don’t take up their rights, the extra shares will be purchased — and offloaded at a later date — by investment banks who underwrite the offer.

This time-honoured mechanism should ensure that INM gets its money — anywhere between €50m and €100m, according to reports.

Emergency? Well, yes, this is the adjective for rights issues the City didn’t see coming, or didn’t want.

Deeply discounted? The explanation here is that INM will offer new shares to the market at a bargain compared to the company’s current share price. The more troubled the company, the deeper the discount required to induce shareholders to throw good money after bad.

This morning, the market is chasing that discount: this explains why INM’s shares fell so heavily when markets opened.

Since mid-May, we’ve seen glimpses of the negotiating positions adopted by INM and its bondholders. Some of this has amounted to little more than grandstanding.

Clearly, the bondholders want to carry away as much of the €200m they’re owed by INM. This is largely because they would rank well down the pecking order (after the banks who have granted loans) in the unlikely event of INM going into administration. Almost certainly, they’d lose their money.

For its part, INM wants time in order to avoid a fire sale of assets at low prices. Short of cash, it wants the bondholders to roll over as much of that €200m as possible into a new bond.

With two shareholders — Sir Antony O’Reilly and Denis O’Brien — holding 56% of INM’s shares, getting the rights issue away should be possible.

(Not everyone feels this way, mind. At FT Alphaville this morning, Paul Murphy used the words “finally, predictably, desperately” to describe the rights issue. He added: “I dont quite see how they can do this at this late stage.”)

Theoretically, this drama could yet play out in unexpected directions. But the willingness of lending banks to re-schedule he vast majority of INM’s €1.4bn debts suggests very strongly that the company won’t go down the tubes.

By the same token, dealing with a company that can’t pay its debts is always painful. In the US cliché, the talks between INM and its bondholders have been all about sharing that pain — between bondholders, shareholders and lending banks.

The bigger question is how long it will take Independent News & Media to pay down to reasonable levels the huge debts it accumulated during the boom years.

The month-to-month standstill agreements now being struck with bondholders feel highly dramatic. But they remain less significant than this other, much longer-term timeline, which could extend well into the next decade.

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Independent News & Media: The sky hasn’t fallen in on Chicken Little yet

Posted by Peter Kirwan on 1 May 2009 at 14:49
Tags: Independent News & Media

Much sturm und drang about that €200m-worth of bonds that Independent News & Media needs to repay by 18th May. Yesterday, the Wall Street Journal opined that Sir Anthony O’Reilly has “less than three weeks to save his global publishing group”.

Describing INM as “debt-ridden”, The Australian, also owned by Murdoch, put the company’s doomy legalese on display for its readers:

Although account notes state INM had entered “constructive” talks with holders of the bond worth E200 million, the notes stated there could be “no certainty” these talks would be “successfully concluded”, or that “banking facilities will continue to be available to the group on commercially acceptable terms”.

At the Guardian, Roy Greenslade asked: “Will bondholders really dare to bring about INM’s collapse?”

At this point, rather like one of Harry Enfield’s scousers, I’m going to suggest that it would be best if everyone just. . . calmed down (eh?).

As one of Rick Wray’s sources noted at the Guardian this week, INM’s bond refinancing negotiations are “a mammoth game of chicken”. The sky hasn’t yet fallen on Chicken Little (a.k.a INM’s chief executive-designate Gavin O’Reilly).

Nor will it.

If IN&M were plunged into administration, its bondholders — whose investment isn’t secured against INM assets — would rank behind the company’s bankers in the pecking order.

INM has net debt of €1.3bn. So the bondholders’ chances of getting their money back via a fire sale of the company’s assets don’t look too rosy.

INM wants to cut a deal. Reports suggest that Sir Antony O’Reilly and Denis O’Brien are willing to give the bondholders €30m in part-payment. Another €40m should become available following INM’s reported refinancing of €590m of bank debt that was due to be repaid next year.

The refinancing of that bank debt is a big positive for INM. Now the company wants its bondholders to follow the banks’ example and agree to refinance the remaining €130m-worth of bonds.

In return, there’s talk that INM will pay out 8% interest on those bonds, up from the current 5.75%.

If a deal is reached, INM will gain the breathing space required to sell off unwanted bits of its empire in an orderly fashion.

The alternatives aren’t appetizing. For one thing, consider the opprobrium that would attach to pushing INM into bankruptcy.

If President Obama felt able to criticise the obdurate institutional investors who tipped Chrysler into Chapter 11 this week, what would the UK’s chattering classes have to say about bondholders who did something similar to a respected broadsheet?

Notably, the list of bondholders identified by Dan Sabbagh at the Times includes some copper-bottomed British names.

Among them: Aviva (the insurance company that owns the company formerly known as Norwich Union), Henderson Global Investors (founded in 1934 to administer the estate of Lord Faringdon) and Invesco Perpetual (one of the UK’s largest institutional investors).

The negotiations will go down to the wire because the bondholders need to extract as much cash from INM as possible. Yes, INM’s bonds are widely-held by a number of institutions. But there’s no sign here of vulture fund bosses banging on tables and screaming blue murder.

We’re also some way off a situation in which INM starts to think about a debt-for-equity swap. Indeed, in yesterday’s statement on trading conditions, INM suggested that it anticipates generating an operating profit of €200m-€230m during 2009 if advertising and credit markets “don’t deteriorate further”.

This is not the language of a company that believes it is about to fall off the edge of a cliff.

Look, too, at INM’s share price. Yesterday, it dipped significantly. Today, it has recovered and gained some more.

Investors believe that INM will get its bonds refinanced. On the existing evidence, you’d need to be brave to bet against them.

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As Gavin O’Reilly tries to manage crisis, O’Brien camp says only “weeks” remain to save INM

Posted by Peter Kirwan on 17 March 2009 at 00:12
Tags: Independent News & Media, Media

In the red corner, here’s the Irish Times

The end of the dispute between the [O’Reilly and O’Brien] camps follows pressure from Independent’s banks — AIB and Bank of Ireland among them — to cast aside their differences ahead of a looming deadline for repayment of a €200 million bond in May.

Independent [News & Media] is now considered unlikely to have the proceeds from asset sales in place before the bond falls due, leading to a likely requirement for bridging finance from banks. 

And in the blue corner, here’s Gavin O’Reilly, speaking to James Robinson of the Guardian during the weekend:

“It’s the greatest conspiracy theory since Kennedy got shot. . . I don’t know where half this stuff comes from. There was no deal. . . We haven’t discussed any of this with the banks.

“We decided the major shareholders needed to be on the same page. We started talking in the autumn and it was clear we had far more in common than most people would have thought. The old man and Denis - who’d never met before - struck up a friendly relationship.”

The way Gavin O’Reilly describes it, the outbreak of peace between the O’Reilly and O’Brien factions was entirely self-generated. 

Really? If all it took to end this bitter dispute was a friendly chat between two tycoons last November, external shareholders are entitled to ask why the hell it didn’t happen sooner.

If this were North America, shareholders would be reaching for their favourite contingency fee lawyers. They’d be instructing them to sue the living daylights out of Sir Anthony O’Reilly for unnecessarily prolonging a confrontation with Denis O’Brien that began in 2006.

But this isn’t North America. And it wasn’t just O’Reilly Snr’s pride that was at stake in this struggle.

Genuine differences in strategy were visible. These are differences that will have a bearing on INM’s ability to pay dividends and interest on its loans in the future.

Bankers and shareholders have a legitimate interest in such things. It stretches credibility for Gavin O’Reilly to suggest that neither constituency made known its views.

But let’s not be too harsh. O’Reilly Jnr.’s cry of “no conspiracy” is entirely understandable. Apart from an understandable desire to help his father depart with dignity, Gavin O’Reilly is engaged in an effort to damp down growing concerns about INM.

On Friday, it looked as if this PR offensive was proceeding fairly well. Then, on Saturday, the FT spoke to Denis O’Brien’s people.

Interviewed by the FT’s Ben Fenton, a source in the O’Brien camp suggested that INM is enduring “force majeure times”. Remarkable as it may seem, the same source claimed that INM could face ruin within weeks.

Bravado generated by a corporate victory? Perhaps.

But the FT’s Lex column — hardly a haven of hyperbole – joined the chorus on Saturday, too. Specifically, Lex voiced concern that INM has postponed announcement of its 2008 results by three weeks, to 24th April.

The unveiling of these financials, Lex suggested, will “be the toughest audit yet” for the company created by Sir Anthony O’Reilly.

Footnote: In the FT over the weekend, Ben Fenton also squeezed the following quote out of a source close to Denis O’Brien: ”If it [the Independent] can be saved, we will save it.”

At the Guardian, James Robinson received a simple “yes” from Gavin O’Reilly after asking him whether the Independent will remain part of IN&M in the “medium term”.

O’Reilly’s quotes would add up to good news for journalists working at the Independent – If only it wasn’t for the gloomy noises emanating from the O’Brien camp about INM as a whole.

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Bundled out of the tradesman’s entrance: O’Reilly’s sad goodbye to Independent News & Media

Posted by Peter Kirwan on 13 March 2009 at 16:09
Tags: Independent News & Media

It resembled Night Of The Long Knives, interpreted by Darcey Bussell.

This morning’s blood-letting at Independent News & Media was certainly choreographed impressively.

With the former Sunday Times business journalists Rory Godson and Paul Durman orchestrating the PR for Independent News & Media, you’d expect nothing less.

Sir Anthony O’Reilly will retire as chief executive in May. Ivan Fallon, chief executive of INM UK, has been “removed” (as the Guardian puts it) from the company’s main board. And dissident invest Denis O’Brien has been given three seats at the top table.

In return, O’Brien has effectively allowed Gavin O’Reilly to succeed his father as chief executive of INM.

This settlement is nicely symmetrical. But it follows the worst kind of Punch & Judy antics. Don’t for a minute believe the honeyed words that were poured over a Dow Jones Newswire correspondent by Gavin O’Reilly this morning.

Discussing a recent meeting between his father, himself and Denis O’Brien, this is what Gavin O’Reilly had to say:

“What changed was that we all got together and sat in a room last November. There was far more that united us than divided us. Tony and Denis had never met before. They struck up a very friendly relationship … He and Denis gave their clear support for me as CEO-designate.”

Oddly, this makes O’Reilly Snr. and Denis O’Brien sound like long-lost brothers reunited over tea and scones amid much family rejoicing.

The realities of this soap opera have been far harsher. This morning, the headline at Bloomberg pointed us in a more reliable direction: “Independent News CEO O’Reilly to retire; shares soar.”

Typically, the world gets more than seven weeks’ notice of a chief executive’s impending retirement. In the case of a figure like Sir Anthony O’Reilly, you’d expect a year; perhaps six months as a minimum. Naturally, those months would be filled with retrospective speeches and glowing profiles in the press.

So why isn’t O’Reilly getting the full treatment? Assuming that ill-health isn’t a factor (it would surely have been mentioned), the answer probably has a lot to do with INM’s need to repay a €200m bond in May.

INM doesn’t have the money to repay its debt. Confronted with narrowing options, the company has reportedly approached its banks to negotiate a further loan. This should allow it to repay the bond.

Apart from enforcing penal interest rates, the bankers will have insisted on a settlement between O’Reilly and O’Brien.

Further lending to an debt-laden business troubled by infighting between executives and shareholders was simply not going to happen. Not even in Ireland, where bankers really do qualify as flexible friends to the Golden Circle that runs the show.

On this basis, O’Reilly’s departure suggests that his differences with O’Brien were irreconcilable.

Accordingly, Sir Anthony O’Reilly will effectively end his 36 years at INM by leaving through the equivalent of the tradesman’s entrance. In his hands, he’ll be clutching a letter of appointment to the sinecure of president emeritus at INM. 

It will be a sad farewell for a man who defended the Independents when many thought they had breathed their last.

Of course, the conventional wisdom suggests that O’Reilly’s departure will weaken the bonds between INM and its London papers.

But an interesting irony may yet unfold. It seems to me that O’Brien’s repeated criticism of INM’s ownership of the Independents was partly intended to prick O’Reilly Snr.’s apparently grandiose pretensions.

Now that peace has been restored, a different reality may come into focus.

On Today this morning, Gavin O’Reilly pointed out that O’Brien’s demand for the Independents to be sold was made “at a time when Denis and ourselves weren’t talking to each other. We’ve spent the last five months working with Denis.”

The Indys are “not [for sale] at this stage,” added O’Reilly.

This may be no more than a recognition that selling the Indys for £1 (or something similar) will do nothing to reduce INM’s debts.

Accordingly, the key question becomes whether INM’s other businesses can continue to compensate for the losses being incurred by the Independents. During the next year, much will depend on whether these shortfalls start to drag INM toward a breach of its banking covenants.

To understand whether this is the case, we need to know how far and how fast INM’s profits collapsed in Australia, Ireland and South Africa during 2H08.

In 1H08, operating margins at these businesses were healthy enough: 22.7%, 23.6% and 25.4% respectively. At 3.6 (and rising), the overall ratio of net debt to EBITDA at INM was uncomfortable, but not necessarily terminal.

All of these numbers will have deteriorated during 2H08. The important question for the Independent is by how much.

We’ll find out when the company reveals its full year results for 2008 on 24th April.

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