Approximately EUR760 million in rated debt instruments affected
London, 24 February 2012 -- Moody's Investors Service has today affirmed the B3 Corporate Family Rating
(CFR) and Probability of Default Rating (PDR) of TUI AG; and the
unsecured rating and the subordinated ratings at Caa1 and Caa2,
respectively. The outlook is changed to positive from stable.
RATINGS RATIONALE
"Today's rating action reflects Moody's view that,
over time, both the financial metrics and liquidity profile of TUI
AG should be strengthened by the further gradual inflow of proceeds from
the company's previous divestment of Hapag-Lloyd, as
well as by an eventual initial public offering of that entity,"
says Richard Morawetz, a Moody's Vice President --
Senior Credit Officer and lead analyst for TUI AG. As agreed with
Hapag-Lloyd's other shareholder, the Albert Ballin
Consortium, on 14 February 2012, TUI AG will further reduce
its shareholding in the shipping company to around 22% from 38.4%
as of December 2011. TUI AG's hybrid capital of EUR350 million
in Hapag-Lloyd will also be redeemed. These transactions
are expected to result in an inflow of EUR700 million to TUI AG by June
2012. TUI AG has indicated that it will use the proceeds to repay
debt and potentially to reinvest in the tourism business over time.
In addition, the rating action reflects Moody's view that,
over time, TUI AG will monetise its remaining 22% stake in
Hapag-Lloyd, either through an initial public offering (IPO)
or a sale to third parties, thereby fully divesting its interests
in the shipping company. At this time, however, Moody's
believes there remains uncertainty as regards the group's structure
going forward.
Assuming a full paydown of debt using the EUR700 million in proceeds,
TUI AG's gross adjusted leverage would fall to around 6.2x
on a pro forma basis from 6.6x as of FYE2011 (to September).
Moody's had previously indicated that upward pressure on the rating
would occur if the metric were to approach 6.0x. Nevertheless,
Moody's notes that September represents a low point for TUI AG's
borrowing, which increased in the quarter to December 2011 on account
of a seasonal increase in the group's working capital. The
rating agency further notes that the first quarter of FY2012 saw a year-on-year
decline in TUI AG's earnings as a result of events in North Africa,
albeit the group continues to expect a modest growth in its year-on-year
underlying earnings in FY2012. However, Moody's has
not factored any earnings growth into the positive outlook.
In Moody's view, the receipt of further proceeds from Hapag-Lloyd
and its shareholders will enhance TUI AG's liquidity, which
the rating agency believes remains adequate beyond a 12-month horizon
at the holding company level. The holding company's main
maturities are the EUR244 million of notes due December 2012 and EUR430
million of debt relating to exchangeable notes due April 2013.
In addition, by redeeming the latter financial debt, TUI AG
would increase its legal ownership in TUI Travel by around 12%
while its current voting rights would remain unchanged. Moody's
liquidity analysis assumes that TUI Travel would not require any liquidity
support from TUI AG; TUI Travel's only bonds mature in 2014
and 2017.
The B3 CFR reflects TUI's leading market positions in its core tourism
segment, with earnings that have remained quite resilient in spite
of operating in a sector that is highly dependent on discretionary spending.
The positive outlook reflects Moody's expectation that TUI AG's
consolidated group metrics will improve over time. This view is
based on the group's plan to use the pending EUR700 million in proceeds
from the reduction of its shareholding in Hapag-Lloyd to repay
debt at the holding company. In addition, the outlook reflects
Moody's view that TUI AG's metrics will further benefit from
the eventual sale of the group's remaining stake in Hapag-Lloyd.
WHAT COULD CHANGE THE RATING UP/DOWN
Moody's would consider upgrading TUI AG's rating if the group's
gross adjusted leverage were to remain close to 6.0x, with
the company retaining significant cash balances to address pending debt
maturities. An upgrade would further require that liquidity at
the holding company remains solid beyond a 12-month horizon.
The outlook would likely be stabilised if group earnings were to deteriorate
significantly and gross leverage were to again approach 7.0x,
or if liquidity were to weaken. While not currently expected in
view of the positive outlook and recent events, the rating could
be lowered if there were a significant deterioration in operating performance
in TUI AG's core tourism business, or in liquidity.
TUI 's ratings were assigned by evaluating factors that Moody's
considers relevant to the credit profile of the issuer, such as
the company's (i) business risk and competitive position compared with
others within the industry; (ii) capital structure and financial
risk; (iii) projected performance over the near to intermediate term;
and (iv) management's track record and tolerance for risk. Moody's
compared these attributes against other issuers both within and outside
TUI's core industry and believes TUI's ratings are comparable
to those of other issuers with similar credit risk.
TUI AG, headquartered in Hanover, Germany, is Europe's
largest integrated tourism group, and currently retains a stake
of around 38% in Hapag-Lloyd, which is a leading provider
of container shipping services. In FY2011 (to September),
TUI AG reported revenues and underlying EBITA from continuing operations
of EUR17.5 billion and EUR600 million, respectively.
REGULATORY DISCLOSURES
For ratings issued on a program, series or category/class of debt,
this announcement provides relevant regulatory disclosures in relation
to each rating of a subsequently issued bond or note of the same series
or category/class of debt or pursuant to a program for which the ratings
are derived exclusively from existing ratings in accordance with Moody's
rating practices. For ratings issued on a support provider,
this announcement provides relevant regulatory disclosures in relation
to the rating action on the support provider and in relation to each particular
rating action for securities that derive their credit ratings from the
support provider's credit rating. For provisional ratings,
this announcement provides relevant regulatory disclosures in relation
to the provisional rating assigned, and in relation to a definitive
rating that may be assigned subsequent to the final issuance of the debt,
in each case where the transaction structure and terms have not changed
prior to the assignment of the definitive rating in a manner that would
have affected the rating. For further information please see the
ratings tab on the issuer/entity page for the respective issuer on www.moodys.com.
The rating has been disclosed to the rated entity or its designated agent(s)
and issued with no amendment resulting from that disclosure.
Information sources used to prepare the rating are the following :
parties involved in the ratings, public information, and confidential
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the lead rating analyst and to the Moody's legal entity that has
issued the rating.
Richard Morawetz
VP - Senior Credit Officer
Corporate Finance Group
Moody's Investors Service Ltd.
One Canada Square
Canary Wharf
London E14 5FA
United Kingdom
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Paloma San Valentin
MD - Corporate Finance
Corporate Finance Group
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Releasing Office:
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Moody's affirms TUI at B3; outlook changed to positive