Private Markets

BT Buys TalkTalk Debt-Free as Creditors Take Losses

BT bought the broadband provider out of administration on a debt-free basis at a total first-year cash cost of about £400 million. Holders of nearly £1 billion of bonds behind a 2021 take-private were wiped out. | BT-A.L, ARES A British bro…

BT Buys TalkTalk Debt-Free as Creditors Take Losses
BT Buys TalkTalk Debt-Free as Creditors Take Losses

BT bought the broadband provider out of administration on a debt-free basis at a total first-year cash cost of about £400 million. Holders of nearly £1 billion of bonds behind a 2021 take-private were wiped out.

| BT-A.L, ARES

A British broadband rescue has produced one of the clearest recent readings on what lenders recover when a sponsor-backed, heavily indebted company fails.

BT Group said it acquired TalkTalk Telecommunications and PlatformX Communications out of the administration of TalkTalk Group on , on a debt-free basis. Alvarez & Marsal ran the administration. TalkTalk has about 1.5 million retail and 1 million wholesale customers and generated roughly £1.2 billion of revenue over the past year at a loss. A prolonged sale process had been unsuccessful, BT said.

What BT is paying

BT did not disclose the purchase price on its own. It said the total cash impact in its 2027 fiscal year will be about £400 million, covering the consideration, transaction and administration costs, working capital, a trading loss of about £60 million and about £100 million that Openreach, BT's network arm, will not receive. The £400 million is a measure of BT's total outlay, not the price paid to creditors.

What creditors get

Ares Management, which has been both a lender to and shareholder in TalkTalk since a 2021 take-private, expects to recover about half the cash it invested, according to people familiar with the matter. That figure counts interest and repayments received over the years. Ares received about £100 million to release its security and consent to the deal, the people said. Its total exposure, including accrued interest, was about £1 billion, and payment-in-kind interest owed had grown to more than £600 million.

Holders of about £628 million of first-lien bonds and about £332 million of second-lien bonds were wiped out. The first-lien notes traded near 65 cents on the pound a month earlier.

Ares has not disclosed a loss figure, the specific funds involved or how the position was marked.

The structure that failed

TalkTalk was taken private in 2021 by a group led by Toscafund and Penta, alongside founder Charles Dunstone. Ares took a £50 million minority equity stake and then lent across the capital structure. Payment-in-kind debt, where interest is added to principal rather than paid in cash, let the company defer cash costs but allowed the amount owed to keep growing.

What the Recoveries Say About Private Credit

One reading is that the outcome supports private credit's case. A lender that also held equity, sat close to the company and controlled consent rights recovered about half its money in a failure where public bondholders recovered nothing.

Another reading is that a 50% recovery on a sponsor-backed loan is a large loss by any standard, and that payment-in-kind structures can hide deterioration until the debt is far larger than the business can support.

The regulator

The government issued a public interest intervention notice on the deal, and the Competition and Markets Authority has been asked to report by . Any further disclosure from Ares on the position, or from the sponsors on their equity losses, would show how the loss is distributed across the 2021 capital stack.

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