Net leverage falls from 3.9x to 1.1x, but existing holders take the hit at 10 cents
SPC Global (ASX:SPC) has unveiled a fully underwritten A$100 million equity raise priced at 10 cents per new share. That is a 71% discount to the last traded price of 34.5 cents and a 28.4% discount to the theoretical ex-rights price.
The structure is a small A$2.9 million placement alongside a A$97.1 million pro rata renounceable entitlement offer at a 1 for 0.1993 ratio. The proceeds are almost entirely defensive. A$75 million repays CBA and corporate bond facilities, with A$25 million for working capital and offer costs.
For a company carrying A$138.7 million of net debt against just A$13 million of H1 EBITDA, this raise is less about growth and more about survival of the capital structure. Net leverage was sitting at 3.9x, the kind of number that makes lenders nervous and equity holders nervier still.
The pitch is that post-raise leverage drops to 1.1x and the balance sheet finally matches the operating story. The cost of that fix is roughly tripling the share count at a price that values the equity at a fraction of where it traded last week.
The discount tells you who has the leverage here
A 71% discount to last close is not a negotiation. It is what the underwriters needed to clear a A$100 million book for a small cap food business carrying too much debt. Unified Capital Partners and Gleneagle have agreed to fully underwrite, which de-risks completion, but the price reveals exactly how institutions view the risk.
Our concern is that the 1 for 0.1993 ratio creates a roughly five-fold lift in share count if existing holders fully take up. Shareholders who do not participate will see their stake heavily diluted, and the renounceable structure offers limited consolation.
Managing Director Robert Iervasi has committed to take up his full entitlement and Chairman Andrew Reitzer has pledged A$100,000 in the placement. Insider participation matters at the margin. The real signal is the offer price itself.
The operating story is genuinely improving
Strip out the capital structure and the business is moving in the right direction. SPC reaffirmed FY26 guidance of a 25% lift in normalised EBITDA to roughly A$38 million. Branded beverage sales grew 11% in Q3 and Juice Lab Wellness Shots are up nearly 40%.
The Mill Park facility closure is on track for Q1 FY27 and should deliver more than A$8 million in annualised EBITDA benefits with a payback under 12 months. International wins include the first Beingmate export order in China and an expanded Korean orange juice rollout.
When we last covered SPC, the thesis was a four-businesses-in-one consolidation play with A$29 million of FY25 EBITDA. That thesis is broadly intact. What has changed is that the market is now pricing the integration debt rather than the integration upside.
The FY27 EBITDA bridge is now the only thing that matters
Post-raise, SPC looks like a fundamentally different company. Net leverage of 1.1x, growing branded volumes, a real synergy program, and FY27 setting up as the year the Mill Park transition flows through to earnings.
The catch is that holders who ride through this dilution are paying for the privilege. We think the offer price reflects what underwriters needed to clear the book, not what the business is worth. That gap is either the opportunity or the warning, depending on whether you believe the FY27 bridge holds. Our previous coverage at stocksdownunder walks through the four-in-one consolidation that got SPC to this point.
The next thing to watch is the Q4 FY26 trading update and confirmation the A$38 million EBITDA guidance lands. Anything less and the 1.1x leverage thesis wobbles before the new shares have settled.
