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Good luck, Mr Lebedev: You’re going to need it

Posted by Peter Kirwan on 25 March 2010 at 17:21
Tags: Independent News & Media, Media

Brave man, Mr Lebedev.

With today’s sale announcement, it’s now clear why INM started to row back from its ambition to bring the Independent and the Independent On Sunday to breakeven point by the end of 2010.

Originally, that target emerged last summer as part of the effort to placate renegade investor Denis O’Brien. But towards the end of last year, the mood music from inside INM changed. From January onwards, one-third of the papers’ ad revenues were vapourized by recession. Perhaps the target wouldn’t be reached after all.

Now INM has disclosed that the Indies made an operating loss of £12.4m during the year to December 2009. That’s on the back of revenues of less than £70m (as we found out courtesy of the Office of Fair Trading last week.) These numbers followed cost cuts of £20m between 2007 and last year.

Huge cost cuts, a dwindling revenue base and a thumping great big loss: the advertising downturn has battered the Independent like no other broadsheet.

Neither is this the first time that the Independent has failed to reach a break even target. Last year’s promises sounded eerily like those advanced by INM during the mid-noughties.

If Alexander Lebedev can turn this one around without going free, it’ll be an astonishing achievement. If he does it with free distribution, well, that will merely be remarkable.

The Russian billionaire deserves thanks for saving a large number of journalists’ jobs. But surely he will need to continue INM’s cost-cutting. In addition, the prospect of a round-the-clock working arrangement with the Standard looms large.

The honeymoon, if there is one, will be short.

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The future of national newspapers: Surviving on £200,000 a day

Posted by Peter Kirwan on 23 March 2010 at 11:25
Tags: Independent News & Media

The OFT’s decision not to investigate Alexander Lebedev’s acquisition of the Independent and the Independent On Sunday tells us that the newspapers generate revenues of less than £70m a year.

This brings us closer to solving a mystery. For years, the financials of the Indies have been lumped in with a series of other businesses – including the Belfast Telegraph — in the accounts produced by Independent News & Media (INM). It’s been impossible to figure out how well, or how badly, they’re doing.

A decade ago, it was easier. In 2000, for example, the two papers generated revenues of £74.5m, according to documents filed at Companies House. Allowing for inflation, this equates to slightly less than £100m in today’s money.

So now we know that the Independent and the Independent On Sunday generate less revenue in real terms today than they did a decade ago. More to the point, perhaps, they also generate far smaller revenues than any of their rivals.

Last year, Times Newspapers, which publishes the Times and the Sunday Times, turned over £445m. During 2008, the Telegraph Media Group’s publishing operations generated revenues of £343m. In the year to March 2008, Guardian News & Media, which publishes the Guardian and the Observer, turned over £262m.

Nearly 20 years ago, Stephen Glover wrote a book called Paper Dreams, a memoir of his time at the Independent. Glover recorded how he, Matthew Symonds and Andreas Whittam-Smith dreamed of building “a billion-pound company”.

The really remarkable thing about the Independent these days is that it manages to survive on less than £70m a year — or £200,000 a day.

That’s testament to the heroic efforts of staff and the patience of INM. But the survival of these newspapers, against all odds, tells us something else.

In a decade’s time, the idea of a national news organisation surviving on this kind of revenue base won’t sound remarkable. In this respect, the Indies represent the future of national newspaper publishing, rather than its past.

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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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