Thu 04/04/2024 08:54 AM
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Reporting: Jaishree Kalia

Kemble Water Finance, Thames Water’s holding company, is pushing to secure a standstill with lenders of its £190 million term loan that falls due on April 30, sources told Reorg. If the debt liability is not extended or met, it will cause cross-acceleration and force the company into administration, they added.

Negotiations are moving and have a two-to-three-week timeline, sources said. Talks are likely to include an option to extend maturity for about three to six months for about a 5% fee, they said.

The current talks are part of a wider conversation concerning the company’s entire capital structure and a necessary debt restructuring. The shareholders are working with Alvarez & Marsal to assess options with Kemble’s creditors. Thames Water is working with Teneo and Rothschild about financing and restructuring options.

The £190 million term loan is quoted in the low 20s, according to sources, and is a potential trigger on the debt. Thames Water Utilities Ltd., or TWUL, has £1.3 billion in secured debts comprising secured loans and a £400 million senior secured bond at the Kemble level.

On March 28, the £400 million senior secured bond fell to 15/16, sources said, after shareholders announced they were unwilling to inject the first £500 million tranche of new equity as conditions of a support letter from July 2023 had not been met. The bond is quoted at about 18 today.

Ratings agencies downgraded TWUL’s and Kemble’s debt on Wednesday, April 3 and Thursday, April 4, respectively, stating Thames Water is unable to service its debt obligations particularly after the anticipated funding from shareholders was pulled.

The group’s capital structure is below:









































































































































































































































































































































































































































































































































































































































































































































































































































































































































































































































Thames Water Utilities Ltd.


09/30/2023

EBITDA Multiple

(GBP in Millions)

Amount

Price

Mkt. Val.

Maturity

Rate

Yield

Book

Market


Series 28 £84.7M Bond due 2023

84.7


84.7

Oct-2023

0.875%


Series 29 €500M Bond due 2023

433.4


433.4

Oct-2023

0.190%


£215M RPI Term Loan due 2023

328.4


328.4

Dec-2023



Series 21 £250M Bond due 2024

250.0


250.0

Jan-2024

1.875%


USPP $200M Note due 2024

163.9


163.9

Feb-2024



£150M Floating Rate Term Loan due 2024

150.0


150.0

Feb-2024



£125M Floating Rate Term Loan due 2024

125.0


125.0

Jun-2024



CAD 250M Bond due 2024

151.6


151.6

Dec-2024



£100M RPI Term Loan due 2025

145.3


145.3

Feb-2025



USPP $285M Note due 2025

233.6


233.6

Mar-2025



Series 16 £500M Note due 2025

500.0


500.0

Jun-2025

4.000%


£125M RPI Term Loan due 2026

180.7


180.7

Mar-2026



USPP $106M Note due 2026

86.9


86.9

Apr-2026



USPP $250M Note due 2027

204.9


204.9

Mar-2027



€650M Note due 2027

563.4


563.4

Apr-01-2027

4.000%


Series 18 £45M RPI Note due 2027

64.9


64.9

Dec-2027

0.721%


Series 31 $40M Note due 2027

32.8


32.8

Dec-2027

1.604%


€575M Note due 2028

498.4


498.4

Jan-2028

0.875%


Series 19 £300M Note due 2028

300.0


300.0

Feb-2028

3.500%


USPP £216M Note due 2028

216.0


216.0

Apr-2028



Series 11 £330M Note due 2028

330.0


330.0

Nov-2028

6.750%


£63M Floating Rate Term Loan due 2029

51.1


51.1

Mar-2029



USPP $131M note due 2029

107.4


107.4

Apr-2029



£100M Floating Rate Term Loan due 2029

100.0


100.0

May-2029



USPP £210M Note due 2030

210.0


210.0

Mar-2030



USPP £18M Note due 2029

18.0


18.0

Nov-2029



USPP $95M Note due 2029

77.8


77.8

Nov-2029



USPP €50M Note due 2030

43.3


43.3

Apr-2030



Series 31 $57M Note due 2030

46.7


46.7

Nov-2030

2.060%


€1B Bond due 2031

866.8


866.8

Jan-2031

4.375%


£63.1M Floating Rate Term Loan due 2031

63.1


63.1

Mar-2031



£250M Bond due 2032

250.0


250.0

Jan-2032

2.625%


€575M Bond due 2032

498.4


498.4

Jan-2032

1.250%


£200M Bond due 2032

200.0


200.0

Feb-2032

6.500%


£215M RPI Term Loan due 2032

196.2


196.2

Nov-2032



$256M RPI Term Loan due 2032

209.8


209.8

Nov-2032



£40M USPP Note due 2033

40.0


40.0

Mar-2033



Series 14 £300M Bond due 2034

300.0


300.0

Jul-2034



Series 17 £40M RPI Bond due 2034

57.7


57.7

Dec-2034

0.750%


Series 44 £600M Bond due 2037

600.0


600.0

Sep-2037

5.125%


USPP $81M Note due 2037

66.4


66.4

Nov-2037



USPP £150M Note due 2037

150.0


150.0

Nov-2037



Series 3 JPY 20Bn Bond due 2038

109.7


109.7

Aug-2038

3.280%


Series 26 £350M Bond due 2040

350.0


350.0

Apr-2040

2.375%


Series 4 £50M LPI Bond due 2040

76.8


76.8

Dec-2040

3.853%


Series 12 £500M Bond due 2041

500.0


500.0

Feb-2041

5.500%


Series 1 A5 RPI £50M Bond due 2042

90.8


90.8

Aug-2042

1.980%


Series 6 £55M RPI Bond due 2042

96.4


96.4

Oct-2042

2.091%


USPP £90M RPI Bond due 2042

90.0


90.0

Nov-2042



£100M RPI Term Loan due 2043

172.2


172.2

Nov-2043



Series 10 £40M RPI Bond due 2045

53.0


53.0

Oct-2045

1.974%


Series 15 £300M Bond due 2046

300.0


300.0

Jun-2046

4.625%


Series 1 A4 £100M RPI Bond due 2047

181.5


181.5

Aug-2047

1.846%


Series 1 A3 £200M RPI Bond due 2049

363.1


363.1

Aug-2049

1.819%


Series 27 £40M RPI Bond due 2050

40.0


40.0

May-2050

2.442%


Series 43 £300M RPI Bond due 2053

558.3


558.3

Jul-2053

1.680%


Series 42 £300M RPI Bond due 2055

558.3


558.3

Jul-2055

1.681%


Series 1 A2 £200M RPI Bond due 2057

363.3


363.3

Aug-2057

1.771%


Series 20 £400M Bond due 2058

400.0


400.0

Apr-2058

7.738%


Series 1 A1 £350M RPI Bond due 2062

635.7


635.7

Aug-2062

1.760%


Accretion on Index-Linked Swaps & Cross Currency Swaps 1

969.8


969.8




Total Securitization Group Class A Debt

15,105.5

15,105.5

14.6x

14.6x

£75M RCF due 2024 2

75.0


75.0

Apr-2024



£75M RCF due 2025

75.0


75.0

Mar-2025



£50M Floating Rate Term Loan due 2025

50.0


50.0

Aug-2025



£220.7M RCF due 2025 2

220.7


220.7

Nov-2025



£70M Term Loan due 2026

70.0


70.0

Mar-2026

3.867%


£50M Term Loan due 2026

50.0


50.0

Mar-2026

3.867%


£20M Floating Rate Term Loan due 2026

20.0


20.0

Mar-2026



£39M Term Loan due 2026

39.0


39.0

May-2026

3.918%


£200M Floating Rate Term Loan due 2026 2

200.0


200.0

Jun-2026



Series 23 £250M Secured Bond due 2027 2

250.0


250.0

May-03-2027

2.875%


£100M Floating Rate Term Loan due 2028 3

100.0


100.0

Sep-2028



£150M Floating Rate Term Loan due 2029 3

150.0


150.0

Apr-2029



Total Securitization Group Class B (Subordinated) Debt

1,299.7

1,299.7

15.8x

15.8x

Operating Leases

53.6


53.6




Total Securitization Group Leases

53.6

53.6

15.9x

15.9x

£190M Term Loan due 2024

190.0


190.0

Apr-2024



£200M Term Loan due 2025

200.0


200.0

Jul-2025



£110M Term Loan due 2025

110.0


110.0

Nov-2025



£200M Term Loan due 2025

200.0


200.0

Dec-2025



£149.8M Term Loan due 2026

149.8


149.8

Apr-2026



£400M Senior Secured Bond due 2026 4

400.0


400.0

May-19-2026

4.625%


£50M Term Loan due 2027

50.0


50.0

Jul-2027



£50M Term Loan due 2028

50.0


50.0

Aug-2028



Total Kemble Water Finance Secured Debt

1,349.8

1,349.8

17.2x

17.2x

£515.2M Shareholder Loan

515.2


515.2

Mar-2028



£566.2M Shareholder Loan

566.2


566.2

Mar-2031



Total Kemble Water Eurobond- Shareholder loan

1,081.4

1,081.4

18.2x

18.2x

Total Debt

18,890.0

18,890.0

18.2x

18.2x

Less: Cash and Equivalents

(907.8)

(907.8)

Net Debt

17,982.2

17,982.2

17.3x

17.3x

Operating Metrics

LTM Revenue

2,399.7

LTM Reported EBITDA

1,037.2


Liquidity

RCF Commitments

2,696.4

Less: Drawn

(370.7)

Other Liquidity

263.5

Plus: Cash and Equivalents

907.8

Total Liquidity

3,497.0

Credit Metrics

Gross Leverage

18.2x

Net Leverage

17.3x

Notes:
£891.8 million of cash sits inside the securitization group, RCF commitments consist of the £2,325.8 million of Class A RCF commitments, £220.7 million Class B RCF, two £75 million Class B RCFs. The 364 day £310 million debt service reserve liquidity facility and a 364 day £240 million operations and capital maintenance reserve liquidity facility at Kemble water finance are renewed annually in August and excluded from the Capital structure. Other liquidity comprises undrawn Term Loan commitments
1. £1028.5M of accretion swaps maturing between 2024 and 2060. -£58.3M Cross currency swaps maturing betwwen 2023-2038
2. Issued by Thameswater Water Utlities Finance Plc
3. Issued by Thameswater Water Utlities Limited
4. Issued by Thames water (Kemble) Finance PLC




The group’s corporate structure is below:


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