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The Very Group completes successful refinancing
April 10, 2025
- The Very Group to issue £598 million of Senior Secured Notes due August 2027
- New notes refinance existing Senior Secured Notes due August 2026
- £150m revolving credit facility extended to February 2027
- Confirms guidance for earnings growth in current financial year
The Very Group Limited is pleased to announce that it has entered into a notes purchase agreement for the issuance of £598.0 million privately placed senior secured notes due August 2027 (the “Private Placement”).
The notes are expected to be issued to certain investors on or around 2 June 2025, subject to customary conditions. The cash proceeds of the Private Placement, together with additional available cash, are expected to be used to redeem in full on or around 1 August 2025 the Group’s existing £575.0 million senior secured notes due August 2026. Under certain conditions, including deleveraging and certain credit ratings outcomes, the maturity of the new notes can be extended to August 2030.
The Group has also received commitments from lenders for a single super senior revolving credit facility of up to £150.0 million (the “Amended Revolving Credit Facility”), which would supersede and replace the Group’s existing £50.0 million senior secured revolving credit facility and £100.0 million super senior revolving credit facility. The Amended Revolving Credit Facility will mature in February 2027.
Furthermore, the Group has extended the maturity date under its existing senior term loan facility agreement dated 16 February 2024 (the “Senior Term Loan”) to 1 August 2027, which will also be extended to 1 August 2030 upon a maturity extension of the senior secured notes. In addition, the Group has drawn an additional £42.8 million thereunder for general corporate purposes, including the payment of all fees associated with refinancing.
Ben Fletcher, Chief Finance and Transformation Officer at The Very Group, commented: "We committed to a timely and transparent refinancing of our existing debt, and I am delighted to be able to share this update. Extending the Group’s financial maturities out until 2027 demonstrates the continued confidence of our partners in The Very Group. Our business is performing strongly as evidenced by our first half results, and today’s announcement allows us to focus on the continued delivery of our plan, with the ongoing support of our partners IMI and Carlyle. I would like to thank all our advisors for their support.”
Looking ahead and based on current market conditions, historical financial performance and management expectations, the Group anticipates achieving Adjusted EBITDA in the range of £300 million to £305 million for FY25, and in the range of £305 million to £320 million for FY26, largely driven by a reduction of distribution and other operating costs through certain cost savings initiatives, and assuming that historical trends in respect of other key financial metrics will continue in future periods.
These projections are forward-looking in nature and reflect management’s estimates and assumptions as of the date hereof, but are subject to risks and uncertainties, including changes in market conditions, competitive and industry dynamics and macroeconomic factors that could materially impact the Group’s actual results of operations. The information contained in this paragraph is provided solely as of the date hereof, and the Group undertakes no obligation to update or amend such information at any time.
This statement does not constitute a notice of redemption. J.P. Morgan Securities plc and other financial institutions acted as placement agents in connection with the Private Placement.
Paul Hastings (Europe) LLP advised the Company and Kirkland & Ellis International LLP advised the initial notes purchasers in connection with the Private Placement.
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Disclaimer
This announcement does not constitute an offer to sell or the solicitation of an offer to buy any securities and shall not constitute an offer, solicitation or sale in the United States or in a jurisdiction in which, or to any person to whom, such offering, solicitation or sale would be unlawful. This announcement contains certain forward-looking statements with respect to certain of the Company’s current expectations and projections about future events.
These statements, which sometimes use words such as “intend,” “proposed,” “plan,” “expect,” and words of similar meaning, reflect the Company’s beliefs and expectations and involve a number of risks, uncertainties and assumptions (including the completion of the transactions described in this announcement) that could cause actual results and performance to differ materially from any expected future results or performance expressed or implied by the forward-looking statements.
Statements contained in this announcement regarding past trends or activities should not be taken as a representation that such trends or activities will continue in the future. The information contained in this announcement is subject to change without notice and, except as required by applicable law, neither the Company nor any member of the Company’s group assumes any responsibility or obligation to update publicly or review any of the forward-looking statements contained in it. Readers should not place undue reliance on forward-looking statements, which speak only as at the date of this announcement.
About The Very Group
With annual revenue of over £2bn, The Very Group is a unique digital business that combines online retail and flexible payments. Our digital retail brands, Very and Littlewoods, help to bring over 2,000 desirable labels within easy reach of more customers.
Across electrical, home, fashion and more, we sell everything our 4.3 million customers could need, except food. And our flexible payment options, which are provided responsibly via our Very Pay platform and regulated by the Financial Conduct Authority, help our customers manage their household budgets.
We have over a hundred years of history behind us, but at our heart there is a passion for change – to constantly improve what we do, to innovate with data and technology at our core and to be the best possible place to work.
