B3 CFR affirmed and PDR upgraded to B3-PD
Frankfurt am Main, May 08, 2013 -- Moody's Investors Service has today affirmed the B3 corporate family rating
(CFR) of Clondalkin Industries B.V. (Clondalkin) and upgraded
the group's probability of default rating to B3-PD from Caa1-PD.
Subsequently, the rating agency has assigned a provisional (P)B2
rating to the proposed USD350 million 1st lien term loan and a provisional
(P)Caa2 rating to the proposed USD105 million 2nd lien term loan to be
issued by Clondalkin Acquisition B.V. The outlook on the
ratings has been changed to positive from negative.
The rating action is based on our assumption of a successful placement
of the proposed term loans. Failure in doing so would result in
significant downgrade pressure on Clondalkin's ratings due to the
then unsolved refinancing of upcoming debt maturities.
Moody's issues provisional ratings in advance of the final sale of securities
and these ratings reflect Moody's preliminary credit opinion regarding
the transaction only. Upon a conclusive review of the final documentation,
Moody's will endeavour to assign a definitive rating to the notes.
A definitive rating may differ from the provisional rating.
RATINGS RATIONALE
"The affirmation of Clondalkin's CFR of B3 reflects the group's
implementation of adjustments to its financing structure, which,
should the proposed term loans be successfully placed, removes significant
refinancing risk," says Anke Rindermann, Moody's lead analyst
for Clondalkin. At the same time, we note that pro forma
for the refinancing, leverage will remain elevated at above 6x Debt/EBITDA
as adjusted by Moody's, including the new securitization facility.
The upgrade of the Probability of Default rating by one notch to B3-PD
from Caa1-PD acknowledges that the company has significantly reduced
default risk if the refinancing is implemented as currently proposed.
More fundamentally, the rating recognises Clondalkin's solid business
profile, especially its diversified product portfolio with an increasing
focus on higher margin specialty products. While recent disposals
have reduced Clondalkin's scale and diversification, it allows
the group to focus on its higher margin, less commoditized secondary
pharma packaging business. At the same time, we caution that
volatile input costs will remain a potential risk factor for Clondalkin,
considering that the group can pass on higher costs only with a time lag
of several months.
The positive outlook reflects our expectation of gradually improving credit
metrics on the back of lower restructuring charges which should allow
Clondalkin to improve its EBITDA margin to around 10%, and
continued positive though moderate free cash flow generation, both
of which should help reducing its leverage to around or below 6x over
the next 12 months.
Following the proposed refinancing, we anticipate that Clondalkin's
liquidity profile will be solid. Internal sources include cash
on hand of EUR32 million pro forma for the refinancing. In addition,
we note that Clondalkin will have access to a new revolving credit facility
amounting to USD35 million as well as to a new EUR70 million multi-year
securitization agreement.
These sources should be sufficient to fund working cash requirements,
estimated at around 3% of sales, as well as capex forecasted
at around EUR25 million per year, with the RCF in place to support
seasonal working capital swings. We expect Clondalkin to continue
to generate positive, albeit modest amounts of free cash flows.
The rating is based on our expectation of Clondalkin retaining solid headroom
under its financial covenant.
Upwards pressure could build should Clondalkin manage to materially reduce
leverage to clearly below 6 times on a sustainable basis on the back of
improvements in operating profitability. Furthermore, the
rating could enjoy upwards pressure were Clondalkin to improve free cash
flow generation towards 5% of total debt and interest cover towards
1.5 times.
The rating could be downgraded should Clondalkin's profitabilty
deteriorate materially, such as for example on the back of higher
input costs that the group might not be able to recover. Quantitatively,
Moody's would consider downgrading Clondalkin's rating if
its EBITDA margin were to decline below the high single digit percentages,
with its leverage increasing to materially above 7x Debt/EBITDA.
Also, a weakening liquidity profile including incurrence of materially
negative free cash flow would put pressure on the rating.
The (P)B2 rating for the first lien term loan due 2020is one notch above
the B3 CFR and reflects the preferential ranking of the loan in the overall
debt structure with no priority debt ranking ahead and a security package
that encompasses upstream guarantees from all material operating companies
and an essentially all asset pledge, shared equally with lenders
under revolving credit facility. The (P)Caa2 rating of the second
lien term loan due 2020 is two notches below the group rating, reflecting
the sizeable amount of secured debt and structurally preferred obligations
ranking ahead of the second lien facility.
The principal methodology used in these ratings was the Global Packaging
Manufacturers: Metal, Glass, and Plastic Containers
published in June 2009. Other methodologies used include Loss Given
Default for Speculative-Grade Non-Financial Companies in
the U.S., Canada and EMEA published in June 2009.
Please see the Credit Policy page on www.moodys.com for
a copy of these methodologies.
Clondalkin is among the leading converters for a number of niche packaging
products. In the last twelve months ending March 2013, the
company recorded sales of EUR695 million (pro forma for disposals),
which were generated in Europe (69%), North America (27%)
and other countries (4%). Clondalkin Industries B.V.,
which is owned by Warburg Pincus Funds and management, is domiciled
in Amsterdam, Netherlands.
REGULATORY DISCLOSURES
For ratings issued on a program, series or category/class of debt,
this announcement provides certain 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 certain 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 certain 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.
For any affected securities or rated entities receiving direct credit
support from the primary entity(ies) of this rating action, and
whose ratings may change as a result of this rating action, the
associated regulatory disclosures will be those of the guarantor entity.
Exceptions to this approach exist for the following disclosures,
if applicable to jurisdiction: Ancillary Services, Disclosure
to rated entity, Disclosure from rated entity.
Please see www.moodys.com for any updates on changes to
the lead rating analyst and to the Moody's legal entity that has issued
the rating.
Please see the ratings tab on the issuer/entity page on www.moodys.com
for additional regulatory disclosures for each credit rating.
Anke Rindermann
Asst Vice President - Analyst
Corporate Finance Group
Moody's Deutschland GmbH
An der Welle 5
Frankfurt am Main 60322
Germany
JOURNALISTS: 44 20 7772 5456
SUBSCRIBERS: 44 20 7772 5454
Matthias Hellstern
Managing Director
Corporate Finance Group
JOURNALISTS: 44 20 7772 5456
SUBSCRIBERS: 44 20 7772 5454
Releasing Office:
Moody's Deutschland GmbH
An der Welle 5
Frankfurt am Main 60322
Germany
JOURNALISTS: 44 20 7772 5456
SUBSCRIBERS: 44 20 7772 5454
Moody's assigns provisional (P)B2 and (P)Caa2 instrument ratings to Clondalkin's refinancing package, outlook positive