Silver Chef rescue sours
Silver Chef's takeover deal with Next Capital has fallen through, casting a cloud over the future of the struggling equipment finance company.Silver Chef announced yesterday that its scheme implementation arrangement with private equity group Next Capital was terminated.The deal was blocked by fund manager Blue Stamp Company, which owns 19.99 per cent of Silver Chef - a big enough holding to block the scheme.Blue Stamp said in a statement: "We will now vote all Silver Chef shares held by us against the Next Capital scheme. We strongly believe the Next Capital Scheme would unfairly deprive shareholders of the significant upside value inherent in the turnaround of Silver Chef's performance." Under Silver Chef's waivers from financiers, termination of the agreement will trigger a waiver review event. The company must now negotiate with its financiers to determine the impact of the termination.One possible outcome is that Silver Chef's facilities will be cancelled, in which case all amounts owing will need to be repaid immediately. "If this occurs, there is significant uncertainty that Silver Chef will continue as a going concern," the company said in a statement to the ASX.Blue Stamp has put forward its own recapitalization proposal, whereby Silver Chef would undertake a fully underwritten, renounceable pro rata entitlement offer to raise $50 million.Silver Chef said it had engaged with Blue Stamp to work on its proposal. Silver Chef has been operating with the support of its financiers since July last year, when it breached its loan covenants. At the time it had $45 million drawn under its debt facility.Since then it has had an ongoing debt facility waiver, as it has looked for a way to recapitalise the business.One condition of the waiver was that originations had to be funded out of operating cashflow.Silver Chef said the waiver conditions had "progressively and significantly reduced the near-term financial outlook for the company".This, combined with a steep fall in the share price (which was at a peak of $11.20 in October 2016 before falling below $1 this year), made it almost impossible for the company to raise capital.When the Next Capital deal was announced in July, Silver Chef's independent directors unanimously recommended the scheme, subject to review by an independent expert.The independent expert said the scheme was reasonable "having regard to commercial and qualitative factors", but it was not fair to shareholders because the scheme consideration was below its assessment of Silver Chef's fair value.The independent expert's report said: "Given the current financial situation of Silver Chef and the covenant breaches discussed above, the proposed scheme provides an ability for Silver Chef shareholders to realise value, as in the absence of the proposed scheme existing waivers would need to be further extended or waived, and there is no guarantee that the financiers would continue to be supportive."