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Iceland Foods' Use of Bond Proceeds to Fund Restaurant Expansion While Withholding Relief Money Sparks ESG Concerns

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Iceland Foods' Use of Bond Proceeds to Fund Restaurant Expansion While Withholding Relief Money Sparks ESG Concerns Iceland Foods' use of bond proceeds to fund restaurant expansion while withholding relief money sparks ESG concerns 24 February 2021 | 19:22 GMT Iceland Foods’ managing director Richard Walker in a recent press report noted the company cannot afford to pay back business rates relief, due to the costs of making shops COVID-safe and buying out its previous shareholder, Brait. But the UK-headquartered frozen food retailer was able to use recent bond issuance proceeds to fund the acquisition of a group of restaurants that will enter the bondholder restricted group in FY21/22, while not returning government rates relief, unlike supermarket peers, sparking corporate governance concerns, according to three buysiders. The company priced a B2/B/B+ rated GBP 250m senior secured 2028 note with a 4.375% yield on 12 February with HSBC as sole global coordinator and physical bookrunner. Use of proceeds included GBP 170.2m to refinance existing 2024 notes, GBP 20m to refinance a term facility, GBP 52.8m to boost cash on balance sheet and GBP 7m fees and expenses. It was the GBP 52.8m earmarked for cash on balance sheet that marked a shift in company strategy. In its bond prospectus the frozen food company noted that during FY21/22 period- end March, it intended to consolidate its interest in a group of restaurants it now owns, into the bondholder restricted group. After this consolidation, it plans to use cash on balance sheet to repay the restaurant business debt when prudent to do so, which consists of loans largely owed to shareholders over the next 18 to 24 months subject to reaching deleveraging targets. The restaurant business at 1 January 2021 had external and shareholder loan debt of GBP 35m. The group of restaurants, termed “Individual Restaurant Group Limited” in the prospectus, has Iceland's executive chairman, Malcolm Walker, and CEO Tarsem Dhaliwal as majority shareholders. The group comprises eight restaurants and, until November 2020, also operated an extra 28 restaurants through other companies in its group, trading under brands such as Piccolino, the Restaurant Bar & Grill, Opera Grill and Bank restaurant & bar brands. These restaurants were acquired in November 2020 through a distribution made by Iceland to entity Lannis Limited that extended a GBP 31m loan to the restaurant group to enable the purchase from Restaurant Bar & Grill in a pre-pack administration that saved 1300 jobs. The restaurant business generated sales of GBP 70.8m and adjusted EBITDA of GBP 7m respectively for year-end 30 March 2019. The restaurants are not expected to consume working capital going forward. One buysider agreed that Iceland buying a restaurant is concerning and it raised questions on governance and how they bought this opportunistically. “On the grocery business they expected people to eat at home but now it seems they also expect people to dine out, given they’re buying the restaurant, so which one is it?” he said. “They bought the restaurants given they are so cheap, but running restaurants is different to running shops; look at TPG with Prezzo.” The buysider noted that the restaurants have no synergies for them, "but they are getting good value and it is similar to the Barclay brothers with [UK-headquartered pure-play digital retailer] Shop Direct using a cash generative business to support other ones. But Mike Ashley bought [UK department store] House of Fraser and it was a disaster – quite often these investments can fail. The governance was very aggressive and I’m surprised the ratings agencies didn’t take a stronger stance. They got away with it as the performance is strong and people rolled, it is binary – put your money in or don’t.” Food for thought The expansion into the restaurant space for the traditionally focused frozen food retailer comes at a time when managing director Richard Walker recently defended the company’s decision to keep GBP 40m of business rates relief and not pay back the taxpayer support. In a press report he noted the retailer “cannot afford to pay back business rates relief after the heavy cost of making shops safe and buying out its foreign shareholder.” Other grocery retailers such as [UK retailer] Tesco, Sainsbury’s, [UK supermarket chain] Asda, Morrisons, Lidl and Audi have handed back the taxpayer support. With Environment, Social, Governance (ESG) becoming much more prominent in investment decisions for companies in general, Iceland corporate governance is questionable, the three buysiders noted. “They did the bond to bail out the restaurant business and there is a huge corporate governance issue,” a second buysider said. “Iceland rates relief was GBP 40m but they [effectively] used rates relief for bailing out the restaurant business. There was no way they could make this look okay.” They could have upsized the bond with extra proceeds to pay back rates relief and got a tighter coupon given the ESG benefits, the second buysider continued. “They could have forgone two months of rates relief symbolically. Iceland had free cashflow, there was no way they needed rates relief,” he said. “Food retailers have benefitted massively from COVID as operating leverage is huge given low margins. Food retailers are the only game in town and there is no way they cannot afford to pay it back.” The deal was marketed with 4.0x net leverage. The business looked extremely cash generative off marketed 1 January 2021 LTM adjusted EBITDA of GBP 174.3m given it faced GBP 37.4m LTM capex (of which maintenance capex is GBP 15m per year), would face GBP 42.7m pro forma interest and around GBP 10m cash taxes, meaning GBP 84m of free cashflow or 0.5x deleveraging per year. The group also benefitted from a GBP 141.4m working capital release over the 1 January 2021 LTM period, adding an extra boost to free cashflow. Earnings have received a boost since the onset of the pandemic as more time spent at home appears to have translated into more grocery consumption. LTM 1 January 2021 adjusted EBITDA of GBP 174.3m is up versus GBP 133.7m at LTM 30 March 2020 and GBP 140.1m at LTM 30 March 2019. Iceland is the second-largest UK retailer of frozen food with a 17.2% market share as of 27 December 2020 (as per chart from bond prospectus below). It is the market leader in several frozen food categories. The Iceland GBP 250m 4.375% senior secured 2028s are indicated below the par reoffer price at 99-mid with a 4.5% yield while the Iceland five-year CDS is indicated at 418bps-mid versus around 352bps-mid on 11 February, according to Markit. “The ESG doesn’t look great, and they have kept cash not to improve staff wages but rather to fund the restaurant expansion,” a third buysider noted. “Iceland have had increased tailwinds from more in-house consumption, and this could subside if vaccinations go to plan while the grocery market is increasingly competitive, meaning bond spreads could widen.” Iceland declined to comment. by Adam Samoon .
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