Heineken: Brewers aren’t known for financial wizardry. But Heineken has made a tidy profit, and achieved a small operational win, by dabbling in the distressed debt of a highly leveraged UK pubs business.
The Dutch brewer’s target was Globe, set up in 2004 by tycoon Robert Tchenguiz and Scottish & Newcastle, the UK brewer that Heineken bought in 2008. S&N had a contract to manage.
Globe’s pubs, and a long-term deal to supply it with beer. Globe was split into a property and management company, both stuffed with debt totalling nearly 490 million pounds ($784.8 million).
The venture got into difficulties and defaulted not long after Heineken inherited the relationship with the S&N acquisition. For Heineken that was especially bad news. S&N had agreed that payments for supplying beer and management would be made only after Globe’s bank debt had been serviced. So when Globe’s pubs started to perform badly, Heineken stopped receiving money. But under the contract, it still had to provide beer and services.
Heineken’s way out of this hole was unconventional. First, it mopped up swathes of Globe’s bank and bond debt at a chunky, undisclosed, discount. That enabled it to make a
215 million euro ($308.3 million) accounting gain, since the S&N deal had left Globe’s debt consolidated on Heineken’s balance sheet at face value. This holding in the debt meant bondholders, led by Heineken, could demand repayment of Globe’s borrowings upon default, forcing Globe into administration. In turn, that led to the sale of the pubs to a new company with a fresh supply and management contract on terms more favourable to Heineken. The buyer? Tchenguiz. The financier of the sale? Heineken.
This kind of gambit isn’t risk free. Heineken would have needed to secure enough of the debt to control the restructuring.
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It’s not entirely clear exactly why the company that issued the bonds was declared in default, allowing the administration and sale of the pubs to go ahead. The company, called Globe Pub Issuer, still had enough cash to service its debts, according to ratings agency S&P.
There’s nothing to suggest the administration was anything other than in accordance with the terms of the Globe bonds, but the arrangement still looks rather cosy. It’s a good result for Heineken, but less so for the other bondholders.
While Heineken has managed to extricate itself from a nasty situation, Globe’s junior bondholders will likely be left with nothing from the administration and sale. Globe was sold for
180 million pounds - not enough to leave them anything. But given the degree of leverage in this unconventional structure, they should have known the risks.