TENDERS AND CONSENT SOLICITATIONS 

 

BondCap specialises in debt capital markets new issuance and corporate actions relating to existing bonds.  We have worked on four UK retail bond consent solicitations and tenders and in 2021 we have worked on two corporate actions involving both retail and institutional holders.  See the case studies below.

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Sometimes an issuer needs to make changes to the agreed terms and conditions on a bond - this is done through a process called a consent solicitation. When you need to execute a consent solicitation, you will need an agent such as BondCap to assist you and to manage the process. Alternatively, an issuer may wish to buy bonds back from investors by way of tender offer -  this involves offering a price (sometimes a range of prices) to investors who may choose to participate.

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Whatever the reason for wishing to engage with investors, BondCap knows and understands the path to make it easy for you. 

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LATEST TRANSACTION

NOVEMBER 2021: LAND SECURITIES CAPITAL MARKETS PLC - RETAIL AGENT ON CONSENT SOLICITATION OFFER ON £2.3 billion of outstanding notes across 11 tranches 

 

BondCap was appointed as Retail Agent by Land Securities Capital Markets plc, relating to a Consent Solicitation requesting investor approval for a transition from LIBOR in favour of Daily Compounding SONIA with a credit adjustment between reference rates.

Across 11 classes of notes, BondCap assisted with the review of the consent solicitation memorandum, including Q&As, cover letters, the notice of meeting, and any other materials, and to deal with in-bound non-institutional queries and investor engagement, including any referred through by the Company.

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RECENT TRANSACTION

JULY 2021: NATIONWIDE BUILDING SOCIETY - RETAIL AGENT ON TENDER AND CONSENT SOLICITATION OFFER ON £10million LIBOR-linked Permanent Interest Bearing Shares (PIBS)

 

BondCap was appointed by Nationwide Building Society to provide guidance on the transaction to the client and banking partners and information on a non-advisory basis to retail holders of the PIBS. BondCap's role involved explaining the rationale for the offer which included i) an offer to purchase bonds via a tender at 104 and also ii) a consent to change the interest calculation methodology from LIBOR to SONIA. 

 

CASE STUDY:  LADBROKES FINANCE PLC - CONSENT SOLICITATION CONSULTANT

 

BondCap was appointed by Ladbrokes Finance plc to act as the Consent Solicitation Consultant relating to Ladbrokes Coral acquisition by GVC plc.  The proposed acquisition generated the need to request a waiver on the Change of Control covenant, a change to the guarantor and also, changes within the inter-creditor that permitted the bonds to be ranked pari passu with acquisition debt provided by a syndicate of banks.

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CASE STUDY:  ST.MODWEN - MAKEWHOLE BOND REDEMPTION CALCULATION AGENT

 

BondCap was appointed by St.Modwen plc to provide the calculation methodology, marketing support to the client and communications with bondholders when the company decided to redeem its retail bond ahead of the scheduled maturity.

 

CASE STUDY: WASPS FINANCE - CONSENT SOLICITATION

 

BondCap was appointed as the Consent Solicitation Consultant when Wasps Finance needed to make certain amendments to its retail bond covenants.

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BondCap provided management with consultancy services that enabled management to table effective amendments.  

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A majority of bondholders voted which enabled Wasps to pass the amendments at the first bondholders' meeting.

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CASE STUDY:  HELICAL PLC - MAKEWHOLE BOND REDEMPTION CALCULATION AGENT

 

BondCap was appointed by Helical Bar plc to provide the calculation methodology, marketing support to the client and communications with bondholders when the company decided to redeem its retail bond ahead of the scheduled maturity.

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CASE STUDY: ENQUEST PLC - CONSENT SOLICITATION CONSULTANT

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We acted as Retail Bond Solicitation Consultant for North Sea Oil business Enquest plc. The business had a significant capex programme that was being made difficult by the fall in the oil price. As part of a major liability management exercise, the business received additional capital for ongoing capex from lenders that was conditional upon a number of changes to the UK Retail Bond and US$ High Yield Bond.  Following a successful consent solicitation process, both sets of bondholders approved the changes from fixed rate cash pay bonds to a PIK Toggle arrangement based upon an oil price test.

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