Why SpaceX Stock Just Surged 40% | EasyJet’s Private Equity Deal Explained
Watch on YouTubeVideo summary
The podcast hosts provide an in-depth analysis of SpaceX's recent 40% stock surge, attributing the rally to a strategic shift known as a "staggered lockup" period. Unlike the traditional model where founders and institutional investors are restricted from selling shares for a fixed 180 days before a massive dump hits the market, SpaceX has opted to release shares gradually over time. This approach initially caused fear among investors that a glut of supply would crash the share price, but instead, the stock found support as retail investors bought the dip and institutional holders, who remained bullish on the company's long-term prospects, chose not to sell aggressively at lower prices. Furthermore, the increased public float triggered automatic buying from index funds like those in the NASDAQ, while a significant short interest led to a classic short squeeze where hedge funds were forced to cover their positions as the price rose, further fueling momentum.
In addition to the SpaceX story, the episode covers the successful acquisition of EasyJet by Apollo Global Management for £5.7 billion, highlighting the complex financial engineering required to close such a deal. Since Apollo is a non-EU entity and cannot majority own an airline registered in the EU, they structured the transaction using a special purpose vehicle where Apollo holds 49.9% while existing shareholders and employees retain enough equity to keep the company effectively under EU control. The financing structure involves £3.5 billion in committed bridge loans from major banks like Barclays and Lloyds, which will eventually be converted into bonds over the next year. This heavy debt load has already led Moody's to downgrade EasyJet's credit rating, but Apollo mitigates this risk by using preference shares that guarantee a high dividend payout before common shareholders receive anything, ensuring their capital is protected while they work on operational improvements like upgrading technology and expanding interline partnerships.
The final segment of the show celebrates Cambridge Aerospace, a two-year-old UK startup that recently raised $300 million in Series C funding at a valuation exceeding $3 billion. Despite having a virtually non-existent website and minimal marketing presence, the company has attracted massive attention due to its low-cost interceptor drones designed to counter cheap attack drones used by Russia and Iran. The economic logic behind this demand is stark: shooting down a hostile drone that costs only $40,000 previously required spending up to $10 million per interception, creating an urgent need for affordable countermeasures in the current geopolitical climate. The hosts note that while the company might eventually be acquired by a major defense contractor, the UK government is likely to support its independence given the strategic importance of the technology and the current political atmosphere regarding NATO and defense spending.
The discussion concludes with a teaser for an upcoming deep dive into Boeing, which will explore the history of the aerospace giant's shift from engineering-led management to cost-focused administration, leading to recent quality control issues. The future episode will also examine Boeing's position in the emerging flying taxi market, specifically regarding their drone units sold to Archer Aviation, and analyze the competitive duopoly between Boeing and Airbus. Throughout the broadcast, the hosts also share personal anecdotes about viewing a solar eclipse and dealing with summer heat, maintaining a conversational tone that blends serious financial analysis with light-hearted commentary on current events and technology trends.
Read the full video transcript
Hello and welcome back to the market
maker podcast. And today we are going to
do a double header covering three
stories on today's show and then doing a
special summer bonus episode which is
going to drop a few days after where
we'll deep dive into all things about
Boeing and drones. But today we're
covering some familiar territory. We're
going to do some deep dive into some
technical stuff around SpaceX who I'm
sure you've all read because it was very
much even in you know when it starts to
cross over from financial media into the
mainstream outlets about a 40% rise in a
share price like SpaceX then obviously
the media can't get enough of it. But
what we wanted to explain was this
concept of staggered lockups cuz it's
something you're going to read about
consistently for SpaceX. And then as an
update following a lot of positive
comments we got for the EasyJet episode.
Who would have thought Stephen? EasyJet
one of the most popular episodes we've
done of late. Argus closely following
suit though I must say. But EasyJet and
the dark arts of PE financing and then
going to bring it a little bit closer to
home. Third story we'll cover today
about the announcement of Cambridge
Aerospace's $300 million series C
fundraising valuing the UK tech company
at over $3 billion US. Not bad for a
company that's only 2 years old. And who
who thought that you know or who said
that the UK can't produce worldbeating
technology firms Steven? Well,
absolutely. And you know, it's
Cambridge, so it's going to do it's
going to do some good stuff. There was a
interesting report that came out that
said that startups coming out of Oxford
receive 20 times more funding than any
other university, which put my neck out
a little bit, but Cambridge Aerospace
300 300 million. Here we go.
All right. Well, before we begin, two
questions for you that I have nonrelated
to everything I've just said. One, solar
eclipse. Where were you? What did you
think? Were you able to look at it
properly, safely? Um, and then two, what
what's happened to the rest of your
head? Where's your hair kind of run off
to? Where's your [laughter] bofong gone?
>> Yeah. So, they're not inter they're not
interconnected, these two stories, but
you know, hopefully if you were based
in, I think, the northern hemisphere,
you would have got to see some of the
partial or full solar eclipse. And
that's why we're talking about being up
in the air in this double header. We're
doing everything up in the air, whether
it's SpaceX or EasyJet or Cambridge
Aerospace or Boeing in the second part
of our double header. I wanted to kind
of reference the fact that there's a lot
going on up there. Uh I obviously being
very unprepared and not particularly
dextrous, I didn't create any kind of
pin pinhole colander thingy bob. I just
looked at it. Um, burned my retinas a
bit. Uh, and then and then couldn't
really see for the rest of the evening.
What about you?
>> Well, I've got a nextoor neighbor who's
a an older guy, so just very sensible,
very well planned, doesn't really have a
great else things to do with his day, I
think. So, he was basically sharing his
glasses across about five five
households of the children. So, yeah,
managed to get a good look at it.
>> Oh, that's very nice. That's very nice.
And yeah, to your second question, um
it's just too hot to have long hair. You
know, it's it's obviously right in the
30s this week and it was just getting me
really really annoyed having to dry it,
having to wash it, having to, you know,
all of that stuff, right? I was sweating
when I was taking the dog for a walk.
So, I just went into the hairdressers
and said, "Just lop it off. Get rid of
it." They were a little bit concerned
because like Samson, it's my power. Uh,
let's see if this podcast is terrible,
right? It could be awful.
>> I thought you were just doing some
research looking at like the Cambridge
Aerospace website and started seeing
some cool military hardware and thought,
do you know what? For this episode, I'm
going to commit. I'm going to going to
shave the head. I tell you what, if
there's one I've I've done quite a few
things in my past. If there's one
profession I've never been interested in
is going into the military. But anyway,
despite my cool military haircut.
All right. All right. Well, look, let's
talk about SpaceX because obviously when
we last spoke, I remember it was you and
I or myself and peers and the earnings
came out and the share price kind of
dumped at the time and you're thinking,
"Wow, there's a lot of people that got
ironed out in that buying the IPO
particularly in the retail space and
we're claiming happy days when we're up
at 220 and then we got got hammered. But
since that low, we've had a rally of I
just double checked it because I wanted
to get the latest. It's almost 40% now.
So, it's gone above its IPO price of
135. We we clocked yesterday at around
$141. So, we're back to just a whisker
off the two trillion valuation. So yeah,
I mean a lot of people were and this is
what really the crux of our conversation
on this this story. A lot of people were
worried though particularly around
people having access to sell. So what do
we mean by this and this concept of a
staggered lockup period?
>> Yeah. So this is a really really good
opportunity to do a little bit of
learning about equity capital markets
key concepts. Right. As we've discussed
previously on the podcast, if you do an
initial public offering, the
institutional investors, the founders,
the existing shareholders tend to have a
lockup period of usually 180 days fixed
lockup period and before that they
cannot sell or dump their shares. So in
the case of SpaceX, they
uh they created new shares to sell and
raised about $86 billion and then at
certain periods there is an opportunity
for existing investors and founders and
management to sell their shares. Now
SpaceX has done it very very differently
to the typical vanilla 180 days and you
you and all of the institutional
investors all the existing investors can
can sell. They have pursued what's
called a staggered lockup period. This
means that there are periods of time,
there are deadlines and time frames and
criteria by which more shares that are
held by existing shareholders
have the opportunity to be sold to be
part of the free float. So if you
remember they originally had 4.9% public
float which is extremely low right
compared to Microsoft 99.98%
and that potentially artificially
distorted the valuation of SpaceX and
made it much more volatile because small
trading volumes were affecting a much
larger total share base. Now, after the
release of the Q2
uh results, which we've covered
previously, that was a mark in the sand
whereby investors, existing shareholders
could sell a lot more of their shares.
So, the public float went from 4.9%
to 11.8%.
That's 911.5
million class A shares that have the
potential to be sold that weren't able
to be sold before. So in the kind of
simple logic of supply and demand,
you suddenly got the potential of a heck
of a lot more supply, i.e. existing
shareholders wanting to sell, maybe
cashing out some of their gains, maybe
they were venture investors back series
B, series C, series D, and this is their
opportunity to sell some of their
shares. So the fear leading up to the
first of these staggered lockup periods,
the fear was that this would just
release a glut of supply onto the
market, which obviously when there's a
lot of supply and not enough demand to
hoover it up, that pushes the share
price down. So if you were looking at
the share price 3 or 4 weeks ago before
this lock up period, you would see the
share price right down in the doldrums,
right? I don't know what it was down at.
What low did it hit?
>> I think it got close to 100 at the time
cuz even I was sniffing about then
>> even you were sniffing. That's
interesting. You heard it here first.
That is very interesting.
Um so yeah, so it was it was way down in
the doldrums. So the theory was you know
SpaceX share price was going to get
totally hammered post this staggered
lock up. What happened?
Yeah. So when like I say I think there's
thinking retrospectively of when pre
this company being listed I mean there
is just crazy amount of demand for this
particularly on the retail and a and a a
classic retail investment strategy is
buy the dip. I mean, that's kind of the
same principle for the index level on
the S&P whenever there's a big pullback
and we get these kind of uh
opportunities to re-enter a long
position. And I just think like a lot of
retail people would have got involved at
that around 100 level of which evidently
um would have been the case. But it's
interesting as well. I wonder whether
um I don't know the if it hadn't been
for this the stock price drop. It was
almost like the the sharp drop of almost
what was it 20% or whatever post
earnings was almost the best thing that
could have happened
prior to there being then a
recalibration of well what's fair value
for this
in terms of it was trading at 220 it's
now discounted
to 100 basically so I think you just had
a lot of demand just come in at at that
point hoover things up and yeah such a
phenomenal rally nearly 40% as he said
at the top of the show but I guess my
question is
when you hear the word staggered
I mean my my psychology goes to like you
said about these these equity capital
market kind of bankers
surely you stagger cuz you're worried
so the psychology being is it not just a
negative thing like understand the
mechanics of it Um,
>> it's a really interesting one.
>> You explain that.
>> It's a really interesting one. There's a
couple of explanations and I think
you're right to the extent that there is
a bit of a concern that if all of these
shares became available at once after
180 days, that would be
that would potentially be the moment in
the market for that particular year,
right? Because it's such a large
company.
But, and I like the the FT's analysis of
this, a conventional lockup is akin to
ripping off a band-aid in one go. That's
what the market knows. It prices it in a
couple of months before we all know that
this thing is going to come. Whereas
this stag up, a staggered lock up, it
results in a great deal of uncertainty
as we've seen in the last few weeks.
share price drops maybe in anticipation
then it rises again because no one
actually wanted to sell their shares
because the share price had dropped. So
it's this kind of a little bit of
obiscation little bit of smoke and
mirrors just bleeding these shares out
into the market very very slowly and I
think the biggest reason for this
staggered staggered lockup quite frankly
is the fact that the free float was only
4.9% on IPO. So they've got 90 well
they've got a lot of percentage to get
back into that free float over the next
couple of years right just thinking
about from a trading and investing
perspective what you tend to see is the
markets become desensitized
the more it sees something so the
greatest cliff of uncertainty is the one
that just happened. So even though the
lock up amount of shares that might come
to market might even get bigger. The
idea here is that the biggest unknown
was how was the market going to receive
the first tranch if you like we now know
that. So the level of uncertainty has
narrowed meaning
you know less uncertainty equals more
confidence in that sense. So that's what
we tend to see from a trading
perspective with these types of things.
>> Yeah. And it's really interesting. So
why wasn't there a slump? Well, the
first reason is that yes, more shares
are available to be sold, but that does
not mean that existing shareholders are
selling. They don't dump automatically.
And if the share price is down, and if
these institutional shareholders,
institutional investors are still
bullish on on SpaceX, they're going to
hold. They're not going to want to sell
at $120, $110 a share, which is such a
strong signal to the rest of the market
that this thing has, you know, this
thing is well priced.
>> So, reason number one, the supply never
came on board, right?
>> Totally agree in the sense of
institutional money is not day trading
like they they they're in this company.
They're not going to get out of it at
the first possible moment. Like they're
tied to it at this point. So, if
anything, that would give the retail buy
the dip army even more confidence that
this thing, you know, they're not going
to dump it in in such an aggressive
fashion.
>> Yeah. So, number two, buy the dip.
You're absolutely right. [laughter] And
then there's a there's a couple
investment advice, by the way.
>> This is not investment advice. Yeah. I'm
well well out of my pay grade here.
Number three and number four, my my
reasons for why this thing actually
bounced instead of dropped, bearing in
mind that there's potential supply
flooding into the market. Number three,
the simple mechanics of index funds. So
index funds buy
a company based on its relative free
float as a percentage of the overall
index. So the fact that
SpaceX has gone from 4.9% free float to
11 plus% means that NASDAQ needs to put
in needs to buy more shares to have the
appropriate representation or waiting of
SpaceX in their index. So that's a kind
of that's a counterbalancing buying
signal.
And then the fourth one, what happened
to the shorts? And this is where this is
where I need your markets markets head.
So I know that there was a load of short
interest in SpaceX leading up to this
staggered lockup. There was a I think
something something ridiculous like 34%
of the shares available for public
trading were shorts. So what's what's
going on there? And tell me about a
short squeeze. What happened?
>> Yeah. So I I think what this is alluding
to is that there's a lot of people in
the market thinking like we've we've
done all these SpaceX deep dives and
you're going this this business model
this valuation is farical. So I'm going
to only short this stock. So you might
have these hedge funds who have these
open short contracts looking that
ultimately push the price and that it's
going to to move lower. What happens
though is then old retail Bob Army and
his mates get hold of this which is what
which is a dangerous game like what we
saw with GameStop which has a similar
type of demographic you could say from a
retail orientated perspective given what
Elon's engineered and then the stock
price starts to go up and as it starts
to go up their short is getting more and
more offside to the point where there's
too much pain or like we saw with our
dear friend Leopold at situational
awareness. The the broker calls you and
goes, "Right, you need to stump up some
more margin here because you're so
offside. If you want to hold that
position, we need some more money."
Some can hold, many can't. In order to
get out of your short, you need to buy
back to to net neutralize your position.
So you add to the buying pressure or the
buying move higher and the market starts
to then this kind of gap up launch
higher like what we saw with GameStop.
Obviously it's a much bigger stock so
lesser degree and that just further
gives conviction to the retail buyer
that absolutely I was right this thing
is going up and then it compounds gains
momentum. Another added point I'd add
though that I think is interesting that
I didn't see in your list. Did you see
Elon did that interview with the
economist,
the editor of The Economist? It's all
over social media.
>> No. No. Tell me about it.
>> So, basically, it's an it's an hour plus
long conversation where it's a very
confrontational conversation,
particularly at the end. It's obviously
the economist, so they're talking about
kind of liberal type ideas, and he's
he's going against that, and she's
holding his feet to the fire. And it's a
good it's a good watch. Elon's a genius,
though. He dropped that right in the
midst of all of this action going on. I
looked at the comments cuz there's a
couple of points where, look, I'm a I'm
a fairly rational person. And some of
the things Elon was saying, I was a
little bit like, you know, it's pretty
punchy things he's coming out with. I
looked at the comments thinking people
surely must be criticizing some of the
things he's saying. There was thousands
of comments and people love lapping up
what Elon was saying. Like it reminds me
of Brexit where
there's me sitting there in the city
going why would you leave the EU? That's
economic suicide. And then you go in the
comments section, hang about, everyone
wants to leave the EU. It was kind of
felt like that when I looked at this
Elon thing, but Elon, like I said,
another another stroke of marketing
genius. I think he did that whilst all
of this is going on that you've
explained to galvanize the troops. It's
like a classic um what was it? Wall
Street bet kind of call to the army. It
almost felt like and they would have
loved that and I'm sure that would have
converted you would have had a
conversion to SpaceX share sales based
on that.
>> And I think again that that anecdote is
very instructive. I think if you've
signed up to the FT or the Economist,
you tend to get a relatively smart
readership. So the comments the comments
are something that I go to sometimes
before the actual article cuz you
there'll be some there'll be some
article and then one of the comments is
like I'm a hedge fund manager based in
dot dot dot and this is my opinion. you
know, actually this is, you know, this
isn't just dross. This is isn't slop
coming out of you. There's not trolling.
It's actually really, really good. And
it gives you that flavor, the mood
music, right?
Okay. So, going further forward though,
this is not the first or last time this
is going to happen. So, how much
visibility do we have as market
participants of knowing the structure of
the staggered nature of this?
Yeah. So, it's relatively clear. It's
all set out in the prospectus. So, we
know that over the next few months,
there are going to be staggered
releases. And we can potentially share a
chart that the FT Alphavville did that
shows the free float that's going to
become available post August 2026, post
where we're talking about now. And it
comes out little stagger, little
stagger, little stagger, stagger. And
then in June 2027,
it's Elon Day.
So this was this was a year after uh the
IPO and this is when Elon can
effectively get rid of all of his
shares, you know, and the free float can
be up to 99 100%. So not that he will,
but that's the big cliff that is quite
in, you know, quite interesting in in
this chart.
Do we have any marker of success on how
well as a strategy staggering this has
been for other firms?
>> Any?
>> Yeah. So, the one that keeps getting
referenced is Cerebrus. And I don't know
if you guys covered it in the markets
podcast, but Cerebrus was a a
blockbuster IPO earlier on this year in
May. Uh I think they raised $5.5 billion
and the share price skyrocketed after
the first day. I don't really understand
what Cerebras does, but
reading the article, it says that
Cerebras technology uses entire sheets
of silicon to make a chip the size of
the dinner plate or 58 times larger than
Nvidia GPUs.
Doesn't mean much to me, but sounds
pretty cool.
Um, so anyway, so the this was a classic
staggered lock up. 7.5% of eligible
shares on the first trading day to
non-executive employees. Then if the
stock pops above 33% after the first
day, which it did, they can release
another 7.5%.
Directors can sell 15% of their shares
after the company reports first quarter.
And more things go on and on and on. And
obviously, Cerebra's share price has
dipped over the last few weeks. But I
think it's, you know, I think it might
become the new normal, especially with
really, really wellhyped, quite frothy
valuation companies that need to kind of
uh maybe need to stagger some of that
release of of supply into the market.
with you saying that then so what like
anthropic for example I mean I know
we'll probably pass a comment on that
shortly but one of the things for them
you know will they won't they do a
staggered sort of thing but
run rates is something that we've talked
about before with anthropic
I saw some headlines about run rates at
SpaceX so maybe to conclude this segment
what's the actual you know under the
hood performance or at least
information that we're aware of at this
point of how SpaceX is performing as a
business.
>> Uh it's really interesting and again I
listened to your fantastic podcast with
peers uh on the world of coreweave and
Neo clouds and all of this stuff and
just and thought about that order book
of 130 billion offer quarterly revenue
of 2.85 85 billion and I thought wow
this is this is this is either the best
thing in the world or it's a total
disaster which I think is what a lot of
people are thinking but SpaceX say that
they are going to get to 100 billion of
annual recurring revenue by the end of
this year bearing in mind that their
annual run rate revenue is 30 billion
that is a more than 3x jump in 4 months
I think maybe 6 months because that 30
billion was back in June So there has to
a lot of things have to fall into place
and what I love is I'm again just
reading a a a comment from Deutsche Bank
who are just team SpaceX.
They call it the apex of civilizational
ambition oftent times expressed in steel
and fire bending the arc of history to
make humans multilanetary by building
foundational infrastructure across
trans. I mean Deutsche you just want you
just want some fees. Come on. Um, so
there's all of this, you know, and again
the FT alphabet is wonderful express
expressing this in memes, but there's
all of this hype, you know, are they
going to get to 100 million of ARR? By
the way, ARR only means you take one
month and extrapolate it for the whole
year, so it's not 100 mill 100 billion
of confirmed revenue. Who knows? It
keeps us in a job, ant. That's all I'm
saying.
>> Yeah, certainly does. And let's move on
then and let's talk about the EasyJet
one. And I did mention at the top of the
show that this is something that, you
know, surprisingly uh it was interesting
to us, but other people found it
interesting too. So perhaps a little bit
of an update because I believe we have a
winner.
Yes. So, I think when we last did a deep
dive into EasyJet three or four weeks
ago, we spoke about we actually had the
whole episode prepped for Castle Lake,
the private equity firm, uh, having a
agreed successful acquisition of EasyJet
or offer accepted of EasyJet. But the
morning of the recording of the podcast,
Apollo sweeped in and offered £5.7
billion to buy the company. And that was
accepted by all of the shareholders,
including most importantly Arman
Stellios, the founder of EasyJet, who
was really put his weight, not
physically, his shareholding weight
behind behind the Apollo bid. And it
looks to all intents and purposes like
this thing is going to get through. But
what I want to talk about specifically
as an update because loads and loads of
offer documents and financing
commitments have come out in the last
couple of weeks. And for someone like me
who likes financing and likes private
equity and kind of gets interested by
this stuff, it's worth just revisiting
EasyJet and just diving into what is the
structure of this thing going to be. So
just as a reminder, there were some
regulatory issues that Apollo faced
because EasyJet is an EU airline
registered in Switzerland, Austria, and
the UK.
There you are not allowed to majority
own a EU airline if you're not an EU
citizen or an EU company. Apollo
obviously is not. So what Apollo's done
is it's created an acquisition vehicle
like this. This always happens in
private equity called the Eagle Bidco
registered in Jersey and Apollo is going
to own 49.9%.
Right? So under the majority threshold
there is going to be a separate vehicle
that is owned by the existing
shareholders of EasyJet rolling over
their ownership stake into this new
vehicle of which Stios who owns 15% of
EJ at the moment has said I'm going to
roll over my entire amount Okay. So, I'm
going to be the cornerstone of this
other
entity or this other part of the equity
stack. Now, existing investors can just
cash out if they want or they can roll
into this new entity. And this new
entity is going to own between 45.1 and
49.9%
of EasyJet. So you've got Apollo 49.9.
This locally based Europeanbased
ownership structure is going to own 45
to 49. And then there's going to be this
this kind of trust that sits in the
middle that is owned by employees and EU
employees and managers that can own up
to 5% of the company. So at no point in
time will Apollo own over 50%. And that
50.1%
will be structured between the existing
shareholders rolling over EU nationals
and the employee benefit pool that is up
to 5%. So it's a super sneak well it's
not sneaky, it's just very very clever.
And to get Stios on board is absolutely
key, right? He's not cashing out. He's
rolling into this new entity. uh which
obviously gives credibility and a bit of
heft to this 45 to 49%.
So so I understand it's Barclay's PJT
partner city are advising Apollo
fee structure wise then the banker
charging Apollo for this process given
this sounds like it's not an unusual
setup but probably fairly complex. So
does this get accounted for I'm assuming
in the fees structure?
>> Yeah, absolutely. And quite frankly, any
private equity deal has got levels of
complexity, right? Uh there are lots of
SPVS, special purpose vehicles that are
created, it is not as if Apollo that has
a 15 billion pound fund, it they don't
own these companies directly. They
create vehicles, acquisition vehicles,
uh, that sit in between the fund which
funds the acquisition vehicle and
EasyJet the entity. So there's always
levels of complexity. This one will have
more complexity and it will be a
combination of maybe the bankers getting
paid a little bit more, but also my
gosh, Apollo full of sophisticated
people. They will be, you know, grinding
their brains to figure out how to do
this, speaking to the right people,
maybe even doing a little bit of soft
lobbying as well to make sure that this
thing gets over the line.
>> I did read something in regards to the
banks and the financing about bridge to
bond facilities.
>> Mhm.
>> I've not heard of that before. So, what
is that?
>> Yeah, I really want to get into the
financing structure. Uh it's so so
interesting and it's so representative
of a private equity buyout that it's
worth spending a little bit of time on.
So remember this is a 5.7 billion pound
acquisition.
Let's start with the debt. So private
equity firms buy companies with a
mixture of equity and debt. Equity
coming out of their big private equity
fund raised from big institutional
investors like pension funds and
endowments and things like that. and
debt that comes in lots and lots of
different shapes and sizes. So, the debt
structure as has been announced and
we're still learning about this as as we
get more information. The debt structure
is that £3.5 billion have been committed
by Barclays who's committing over a
billion pounds and we'll go back to that
in a second. City Standard Chartered
Lloyds Credit Agricult. They've
committed to providing3.5 billion pounds
bridgetobond
facilities.
So this is a bridge financing facility.
So a short-term up to 12 month financing
facility that often costs quite a lot uh
for the uh for the acquirer and is
relatively yeah relatively expensive but
it provides committed financing. So,
when I'm putting a 5.7 billion pound
offer on the table, I need committed
financing. I need a letter from the bank
saying, "We're going to we're going to
basically underwrite this."
>> Like like getting your mortgage approval
to how much you can borrow from the bank
before you can put a bid in on a house.
Similar thing.
>> Exactly. Exactly. You need committed
funds cuz otherwise you won't be taken
seriously. So these guys Barclays,
Credit Agricult City, Sand Chartered and
Lloyds have said we are going to bridge
to a series of different bonds that are
going to get out into the market over
the next 12 months. So you've got and
I'm there's a 250 page commitment letter
document that I wouldn't recommend that
you read through. Thankfully have the
likes of Claude to to summarize it
nicely for you. Um, but you've got the
commitments of all of these different
banks. So, you've got uh $900 million of
commitments from the five banks to
bridge to a floating rate note
and then three different other bridge
facilities to structure to bridge to a
eurodenominated,
pound denominated and US denominated
bond that they're going to get out in
the next 12 months. And then on top of
the 3.5 billion, they the five banks are
providing a $1.3 billion revolving
credit facility, which is basically your
working capital day-to-day facility,
which is at a 3.25%
interest margin. So you put that all
together and you've got effectively 4.8
8 billion pounds of committed finance,
which in the context of a 5.7 billion
pound acquisition is upwards of 75 80%.
So you're thinking to yourself, oof,
this is typical private equity. Load the
company full of debt. And in fact,
Moody's came out and downgraded EasyJet
on the back of this financing structure
>> to BA2
citing a material deterioration of
EasyJet's credit profile. Is there um
some sort of agreement in the contract
where the underwriters so Barclays are
saying you can't get downgraded too much
because then it's compromised as an
asset as whether you can repay the debt.
>> Well, absolutely. Absolutely. And
remember these bridge loans they they
carry a decent amount of risk, right?
But the intention of defy banks is not
to hold these loans for the duration of
Apollo's ownership of easyjet. So they
just want to make sure that this thing
doesn't deteriorate so quickly that
easyjet gets downgraded to subinvestment
grade. And I'm sure by the way there
will be conversations going on with
Moody's and S&P going how high can we
flex this leverage to maintain an
investment grade rating, right? because
you wouldn't want to go higher than
that. But they still have 1.3 billion
pounds of revolving credit facility
commitment which are risk. That's, you
know, that's on their balance sheet. So,
of course, they don't want to they don't
want to saddle the company with so much
debt that they can't repay they can't
pay interest on the RCF. Um, and there's
lots of different ways that you can
structure that, but yeah, absolutely.
>> I just had a quick look. So someone like
Barclays isn't so much competing. I
don't think they're even in the top 10
for M&A advisory, but they are in the
top 10 for debt capital markets, for
example.
Absolutely. I mean, Baries have had a
brilliant payday with this, right?
They're advisers on the M&A. So, I think
they're they're up 43% this year from a
M&A perspective on the league tables.
So, they they're getting there. They've
had a few years in the doldr drums, but
yeah, I mean, they've got a big balance
sheet putting out, you know, almost I
think £800 million at the bridge
facility.
And bearing in mind, by the way, in the
in the world of debt, you get paid an
arrangement fee, which is kind of a fee
for doing business, which is usually,
you know, 20 basis points or 50 basis
points or whatever it might be on the
total amount. And then you get the
interest income. So you've got that on
the bridge and then they're committing
300 million of the revolving credit
facility which has a 3.25%
interest margin. So Barclay's my gosh
all in. This is tens of millions. So
saddle the company with some debt and
then strip it back max maximize its
profitability. What what's Apollo's plan
here? When I think about EasyJet, how
much more can we uh skin this cat in
order to juice it for some more money?
Surely, I thought Stios was has already
done that to like the second bird order.
>> Yeah, it's an interesting one. I just
very very quickly want to touch upon the
equity part of this capital structure as
well, just to kind of uh to round that
off. So, obviously a load of debts going
into this company, but Apollo is
obviously providing some equity as well.
What tends to happen in the world of
private equity is the majority or a
significant chunk of the equity that a
private equity firm puts in is in the
form of preference shares. And
preference shares for anyone that hasn't
explored that concept before feel kind
of like a hybrid debt equity instrument
because they carry in this case in the
case of EasyJet a mandatory
14% cash dividend
rising to 15% if it goes unpaid and gets
um gets piled up in a payment in kind
note with redemption right structured to
deliver a minimum of 1.5 multiple of
invested capital. So what Apollo is
basically saying is you've got all this
debt that has to get paid out first. It
has to get repaid. You know, they're
always senior. Then underneath the debt,
you've got this thing called the
preference shares which have to get paid
out a minimum amount before the common
shareholders, the likes of Stellios and
all of the other investors that have
rolled into this vehicle are going to
get anything. Right? So it basically
guarantees
a billion quid or 750 to a billion quid
of Apollo's equity ticket a 14 to 15%
cash coupon
which
saddled on top of all of the interest
payments on a debt is going to weigh
pretty heavily on EasyJet. So they need
to perform really well.
any any quick um quick wins that you
think that Apollo will be doing in order
to get the business firing?
>> Well, so they say they're going to
update the tech platform, so that's
cool. Uh whatever that means. Um they're
talking a lot about premium seats and
interlining. So again, we did this deep
dive into airlines. We didn't quite
cover interlin lining, but this is the
collaborations with other
uh carriers so that you can offer
easyJet flight to Hong Kong in
partnership with Emirates and EasyJet
will do the first leg and Emirates will
do the second leg. But in order to be
able to do that, you need to offer a
minimum standard of comfort for a
partner carrier to go, "Yeah, we can get
on board with this." So there's a lot,
you know, this is interesting, but it's
just not been part of EasyJet strategy.
It feels like to me there are probably
some operational organizational gains to
be had, but I wouldn't mess with the I
wouldn't mess with the strategy too
much. Quite frankly, if they get the
financing play right, this company's
very profitable. If they get the
financing play right, they'll still make
a lot of money without having to do
anything too transformational from a
strategic perspective. All right, final
story then is Cambridge Aerospace and
soon as I saw this name pop up as a
talking point, I went on their website
and [laughter] their website I was like,
it's just literally nothing. I was like,
how have you how have you got the
research for this? I mean, I didn't
spend a great deal of time doing it, but
I was just like, "Go to the website,
have a look, cuz I want to see some of
this cool tech and gear that they've
got." And I was I was met with uh
literally it's like a hedge fund
website. [laughter]
Yeah. I mean, it's a bit of a blow to
any any marketing and brand agency that
these guys have just raised 300 million
at a $3.4 billion valuation and they
have spent one cent on their marketing
to show the world of geopolitically that
we live in that there's just so much
tangible demand for this stuff that why
waste your time with the market that's
just just not needed.
>> Yeah, they're not going to be faffing
around with marketing and the website is
so interesting. It's such a power play
to have nothing on your website. It's
again it's very hedge fund thing to do.
But anyway, the story is Cambridge
Aerospace obviously launched out of CA
Cambridge a couple of years ago uh
raising $300 million series C led by
this growth equity company, US growth
equity company called DFJ Growth,
founded by Randy Glin. There you go.
Great American name. But they've
invested in the likes of Aneril, Stripe,
SpaceX, Tesla, Seronic, anything
controlled by Elon basically. And, you
know, they're, you know, they're a true
American firm. I was reading what type
of companies they're interested in. Not
that I've got a company that could fit
their bill, but they give this lovely
little spiel about how they're really
interested in outliers and Frontier
Technology. And the little letter on
their website ends with, "We hope this
helps you understand a bit more about
what we're all about. Feel free to give
us a shout. We're easy to find. We're
the ones looking around the corner and
hoping to run into you." Randy, what are
you on about?
I was just having a quick look at Ry's
background. I was just interested like,
who's who's this geyser then? and he's a
he was an engineer
uh at Hughes Aircraft Company
originally. So he's electric electrical
engineer from the University of Florida.
Um then went to UCLA, but yeah, he
invested in SpaceX in 2009.
Oh, well, good for him. Good. Well,
Randy, take us out for some drinks. Come
on. Um I'm going to I'm going to
conclude this story very quickly. Um, so
this company, Cambridge Aerospace,
raised 630 million since founding. In
April 2026, 4 months ago, they raised
200 million at a $1.3 billion valuation.
4 months later, they're raising 300
million at a $3.4 billion valuation,
$2.5x valuation increase. It's not I
mean this story just goes to show that
it's not all about
AI and data centers and all of that
hyperscalers and things like that.
There's another world that's going on
and the key product that Cambridge
Aerospace has is a lowcost interceptor
drone built to counter these I don't
know if you've heard of them the shahed
type attack drones. So super cheap
drones developed by Russia and Iran that
cost hardly anything but until Cambridge
Aerospace came along cost a lot of money
to shoot down. So there was this kind of
economic imbalance that you launch a
drone for 40k but it would cost $10
million to k to to to intercept it. So
the demand for this stuff in this
geopolitical climate is unbelievable and
they're just right place right time,
right? And so what they raised the money
now, but ultimately this company's going
to get bought imminently, you would have
thought by one of the big military
players in the market, USbased surely.
>> I just I just don't think it will. I
don't I think in this current climate,
in the in a Trumpian anti-NATO climate,
I think that the UK will do whatever it
can to protect this company. Uh and West
Streetings, who's the new defense
secretary, is all over this company. He
thinks it's one of the greatest things
that we've ever done. So, who knows?
Your your intuition is probably sound,
but I think there'll be a lot of push
back just in this current climate.
>> Cool. Well, look, that wraps up, as we
said, part one. Maybe just a a quick
finish from you, Stephen. What can we
expect in the deep dive into Boeing?
Because Boeing is not someone who, you
know, would make the average man hot
under the collar. So, what do we what
can we expect?
I wanted to do a deep dive onto Boeing.
A because there's some interesting stuff
about their taxi drone units being sold
to Archer Aviation. So, if anyone's
interested in flying taxis, definitely
tune in on Wednesday. Love a flying
taxi. But also, the history of Bearing
is so interesting. It's one of those
classic stories of being run first and
foremost by aircraft engineers, then
getting run by beam counters
effectively, and the quality control
going out the window and all of the
errors that we've seen over the last few
years. So, we'll do a little bit of a
deep dive into Boeing, the concept of a
duopoly with Boeing and Airbus being the
two main players, and also some flying
taxis.
>> All right, so stay tuned, subscribe.
That episode will drop in the coming
days and new episodes coming out of
course on a weekly basis. So, thank you
Stephen. Thanks everyone for listening.
See you next time.