Broadband ISP TalkTalk Updates on UK Demerger and Refinancing UPDATE

The TalkTalk Group has today issued a progress update on their ongoing demerger and refinancing efforts, which claims that “significant progress” has been made since their last update (Nov 2023) toward the separation of their network wholesale platform business (“PlatformX Communications“) and their residential ISP (“TalkTalk Consumer“).

In case anybody has forgotten, TalkTalk spent much of the past year wrestling with the pressure from its existing c.£1bn debt pile, which involved demerging the group into three separate businesses (TalkTalk Consumer, TalkTalk Business Direct and the wholesale centric PlatformX Communications – here), while cutting costs and monetising some assets (e.g. selling IP addresses). The first piece to go was Business Direct, which ended up being sold to the company’s own shareholders for £95m (here).

At the same time, the company has also been trying to reach an agreement to refinance the Group’s Revolving Credit Facility (RCF) facilities and senior secured notes with maturities in November 2024 and February 2025 respectively. According to a report from Fitch last year (here), TalkTalk is expected to remain structurally reliant on their RCF to fund operations over the next 3 years.

However, global investment firm KKR did recently agree to provide TalkTalk with a £75m non-recourse financing facility (here), although this simply replaced the previous securitisation facility with a different lender. But it will take a lot more to resolve the provider’s underlying challenges. The latest update confirms the progress that the provider has been making:

Demerger process

Significant progress has been made since H124 update (27/11/23) towards the separation of our network wholesale platform business (“PlatformX Communications” or “PXC”) and our residential broadband customer business (“TalkTalk Consumer”), which will continue to trade under the TalkTalk brand.

• The two businesses will trade independently from 1 March, with a long-term exclusive wholesale agreement in place by which TalkTalk Consumer will benefit from access to the PXC network.
• PXC, led by CEO Tom O’Hagan, is the UK’s fastest growing independent scale provider of B2B connectivity and ICT services to the UK wholesale market, backed by a state-of-the-art platform which seamlessly consolidates products and capabilities.
• TalkTalk Consumer, led by CEO Adam Dunlop, is home to 2.4 million residential broadband customers and the only scale value player in the residential broadband market.
• The existing TalkTalk Holdings board will remain in place until the refinancing is complete. Sir Charles Dunstone will continue as Chair and Dame Tristia Harrison as CEO until that time.
• The Group is well advanced in defining and delivering material cost benefits associated with the separation.

Update on refinancing plan

Good progress has also been made on plans to refinance the Group’s RCF facilities and senior secured notes with maturities in November 2024 and February 2025 respectively.

• The Group has entered into an exclusivity agreement with a global financial institution to progress its offer of a significant investment of new equity into PXC.
• The PXC equity investment offer is subject to confirmatory due diligence, internal and regulatory approvals, finalising the terms of the PXC debt financing and the finalisation and execution of definitive transaction agreements.
• It is made on the basis that the TalkTalk Consumer business would be separated out of the existing group structure on completion.
• We are working in partnership with the same financial institution to raise new debt facilities on PXC from third party lenders.
• A debt raise process on the TalkTalk Consumer business is also ongoing.
• It is intended that the total proceeds from the equity investment and third-party debt facilities will be sufficient to refinance the Group’s existing debt facilities in full.
• Whilst well progressed, there can be no certainty that the PXC equity investment offer and associated debt raises will successfully complete or if they do on what terms.
• In parallel with progressing these plans for raising new capital to refinance existing debt facilities, the Group will also be engaging with key stakeholders among its existing lenders and noteholders on alternative or complementary proposals, which may include proposals to extend the maturities of the existing debt facilities.

Whilst trading and reporting on a separated basis from 1 March, PXC and TalkTalk Consumer will remain within the current TalkTalk Group structure whilst the existing Group debt facilities remain in place. TalkTalk Group’s current financial year ends on 29 February 2024, and the Group expects to be compliant with its debt covenants when it reports annual results.

UPDATE 5:16pm

Just to clarify that figure of 2.4 million broadband customers above. In previous years, the group often reported a total of c.4 million for broadband, but that also included their business and wholesale bases (e.g. Shell Energy, Utility Warehouse, TT Business etc.). The 2.4m total is lower because they’ve split the consumer business out from that overall total, but we understand the group total would still be c.3.8m.