Approximately EUR19 billion rated debt securities affected
London, 03 April 2012 -- Moody's Investors Service has today placed on review for downgrade
the A1 senior unsecured ratings of GDF SUEZ SA ("GDF SUEZ"
or "the group"), and the ratings of the GIE SUEZ Alliance,
which is guaranteed by GDF SUEZ, following the approach to buy out
the International Power minority shareholders. Concurrently,
Moody's has placed on review for downgrade the A3 issuer ratings
of GDF SUEZ's subsidiaries Electrabel SA (Electrabel) and GDF SUEZ
CC, which incorporate a degree of uplift as a result of these companies'
membership of the group. In addition, Moody's has affirmed
the Prime-1 ratings of GDF SUEZ and the GIE Suez Alliance,
and the Prime-2 rating of Electrabel.
RATINGS RATIONALE
The review for downgrade follows the recent announcement that GDF SUEZ
has made an approach to the independent directors of International Power
plc (IPR, Baa3, under review for possible upgrade, see
separate press release) regarding a possible cash offer of 390 pence per
share for the remaining IPR shares it does not already own. The
proposed offer remains indicative at this stage and subject to certain
pre-conditions, and it is possible that a formal offer may
not ultimately be forthcoming. However, Moody's notes
that GDF SUEZ currently holds approximately 70% of IPR's
share capital and that the proposal has been made with the support of
its two largest shareholders, which include the French government
(with a stake of 36% in GDF SUEZ).
Moody's notes that full ownership of IPR by GDF SUEZ would be consistent
with the group's strategy, and should bring some additional
benefits in terms of simplification of its structure and some further
improvement in the integration between the businesses. "The
review for downgrade nevertheless reflects the potential impact of the
transaction on the group's financial risk profile if it were to
complete," says Niel Bisset, a Moody's Senior
Vice President and lead analyst for GDF SUEZ. "At the proposed
offer price of 390 pence, Moody's estimates that the transaction
would require a cash outlay of approximately EUR7.7 billion,
a substantial increase on the group's EUR37.6 billion net
financial debt at end-2011," explains Mr Bisset.
This would have a negative impact on the group's credit metrics
although Moody's notes the group's commitment to deleveraging
it has demonstrated during 2011 as well as its statement that it would
consider a revision upwards of its current disposal plans, and the
planned scrip dividend option for 2012 which both the French State and
Groupe Bruxelles Lambert have indicated they will take up.
The rating review will therefore evaluate the extent to which the transaction
would delay progress on deleveraging and improvement in credit metrics
seen during 2011 following the group's acquisition of its initial
70% stake in IPR. It will take account of the extent to
which increased borrowings might be mitigated by offsetting measures including,
potentially, asset disposals. Finally, it will consider
the further evolution in the group's asset portfolio implied by
the transaction and any potential associated asset disposals.
WHAT COULD CHANGE THE RATING UP/DOWN
Moody's says that following the review the rating could be confirmed.
Conversely, it could be lowered if the outlook was for the group's
metrics to fall sustainably short of Moody's guidance for the A1
rating which includes funds from operations (FFO)/net debt in the twenties
per cent range, retained cashflow (RCF)/net debt in the upper teens
and FFO interest cover in excess of 5x. Moody's adds that
any potential downgrade is likely to be limited to one notch.
On the basis of its 36% ownership by the French government,
GDF SUEZ SA is considered a Government Related Issuer under Moody's
Methodology. Given Moody's assumptions of strong support
and moderate dependence, a one notch weakening of GDF SUEZ's
baseline credit assessment (BCA) of 6/A2 would lead to a one notch downgrade
of the assigned rating.
The review for downgrade of Electrabel follows that of its 100%
parent GDF SUEZ, and reflects that the A3 rating incorporates a
notch of uplift because of its strategic importance to the larger Group,
as well as some uncertainty around the impact of the proposed transaction
on Electrabel's own capital structure. The review for downgrade
of GDF SUEZ CC follows that of GDF SUEZ and Electrabel. Moody's
adds that since the rating of GDF SUEZ CC is based primarily on the implied
support from GDF SUEZ through Electrabel as intermediate holding company,
it is likely to follow the ratings of GDF SUEZ, while remaining
effectively constrained by the rating of Electrabel.
The following ratings were placed on review for downgrade:
- GDF SUEZ SA: the A1 senior unsecured issuer and debt ratings
and the (P)A1 senior and (P)A2 subordinated debt ratings
- GIE GDF SUEZ Alliance: the A1 senior unsecured issuer and
debt ratings and the (P)A1 senior unsecured debt rating
- GDF SUEZ Finance SA: the guaranteed (P)A1 senior unsecured
debt rating
- Belgelec Finance SA: the guaranteed A1 and (P)A1 senior
unsecured debt ratings
- Electrabel SA: the guaranteed A1 and (P)A1 senior unsecured
debt ratings and the A3 senior unsecured issuer rating
- GDF SUEZ CC: the A3 senior unsecured issuer rating
The following ratings were affirmed:
- GDF SUEZ SA: the Prime-1 and (P)Prime-1 short-term
debt ratings
- GIE GDF SUEZ Alliance: the Prime-1 short-term
issuer rating
- Electrabel SA: the guaranteed (P)Prime-1 short-term
debt rating and the (P)Prime-2 short-term debt rating
PRINCIPAL METHODOLOGY
The methodologies used in this rating were Unregulated Utilities and Power
Companies published in August 2009, and Government-Related
Issuers methodology published in July 2010. Please see the Credit
Policy page on www.moodys.com for a copy of these methodologies.
Headquartered in Paris, GDF SUEZ SA is one of the world's
leading energy providers. It reported group turnover of EUR90.7
billion and EBITDA of EUR16.5 billion in 2011.
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.
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the lead rating analyst and to the Moody's legal entity that has
issued the rating.
Niel Bisset
Senior Vice President
Infrastructure Finance
Moody's Investors Service Ltd.
One Canada Square
Canary Wharf
London E14 5FA
United Kingdom
JOURNALISTS: 44 20 7772 5456
SUBSCRIBERS: 44 20 7772 5454
Monica Merli
MD - Infrastructure Finance
Infrastructure Finance
JOURNALISTS: 44 20 7772 5456
SUBSCRIBERS: 44 20 7772 5454
Releasing Office:
Moody's Investors Service Ltd.
One Canada Square
Canary Wharf
London E14 5FA
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JOURNALISTS: 44 20 7772 5456
SUBSCRIBERS: 44 20 7772 5454
Moody's places GDF SUEZ's A1 ratings on review for downgrade