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Rating Action:

MOODY'S DOWNGRADES LUBRIZOL'S RATINGS TO Baa3; RATINGS REMAIN UNDER REVIEW PENDING COMPLETION OF PERMANENT FINANCING; NOVEON RATINGS WITHDRAWN

15 Jun 2004
MOODY'S DOWNGRADES LUBRIZOL'S RATINGS TO Baa3; RATINGS REMAIN UNDER REVIEW PENDING COMPLETION OF PERMANENT FINANCING; NOVEON RATINGS WITHDRAWN

Approximately $0.3 billion of debt securities affected.

New York, June 15, 2004 -- Moody's Investors Service has downgraded the senior unsecured notes of the Lubrizol Corporation to Baa3 from A2; these ratings remain under review for possible further downgrade pending completion the permanent financing for the acquisition of Noveon International Inc. Moody's also withdrew Lubrizol's Prime-1 rating for commercial paper and all of the ratings for Noveon, Inc. (a subsidiary of Noveon International Inc.) as these obligations have been repaid. Lubrizol recently purchased Noveon International Inc. for roughly $1.9 billion, net of $100 million of cash and including costs related to the transaction. If the permanent financing is completed as currently planned (see below), Moody's would likely confirm Lubrizol's Baa3 senior unsecured ratings.

Ratings downgraded and left under review for possible further downgrade

Lubrizol Corporation

Senior unsecured notes to Baa3 from A2

Ratings withdrawn:

Lubrizol Corporation

Rating for commercial paper

Industrial revenue bond ($18.4 million, Industrial Development Corporation of Harris County, Texas)

Noveon Inc.

Guaranteed senior secured revolving credit facility ($125 million) due 2007

Guaranteed senior secured term loan A ($35 million) due 2007

Guaranteed senior secured term loan B ($546 million) due 2009

Senior implied rating and issuer rating,

Senior subordinated notes ($275 million) due 2011

Lubrizol's Baa3 ratings are supported by a relatively stable portfolio of businesses, solid operating margins and the anticipation of a significant equity contribution. Both Lubrizol's and Noveon's businesses have performed well over the past 3 years generating over $100 million a year of free cash flow. Furthermore, the ratings anticipate that management will avoid any meaningful acquisitions over the next two years and use free cash flow, and proceeds from divestitures, to repay debt. Moreover, the ratings do not incorporate any significant synergies from the integration of these two companies. As with most large specialty chemical transactions there is limited direct overlap and synergies tend to be small relative to the size of the assets acquired. However, Moody's believes that Lubrizol has reduced the level of integration risk by retaining Noveon's business managers and merging Lubrizol's existing industrial operations into Noveon.

The ongoing review will focus on the position of the existing bondholders in the capital structure, once the permanent financing is completed. Specifically, the review will examine the amount of equity issued, and the terms of the credit facility and term loan. The Baa3 ratings incorporate the assumption that Lubrizol issues in excess of $400 million of equity and that existing bondholders are not subordinate, in any manner, to the planned financings. The Baa3 rating also assumes that Lubrizol will issue additional long-term debt over the next six months to term out all outstandings under the bridge facility.

The Baa3 ratings also reflect Moody's belief that the combined company can generate upwards of $350 million operating profit, excluding expenses related to the integration, over the next four quarters and that EBIT to interest will remain near 3.5 times on pro forma basis. Furthermore, based on Moody's analysis Lubrizol should be able to take advantage of Noveon's net operating loss carryforwards (NOLs) to raise free cash flow above $150 million, excluding transaction related expenses. Moody's noted that the Noveon NOLs should provide a meaningful cash benefit of at least $30 million over the next two to three years. Additionally, Moody's believes that retained cash flow to total debt will be roughly 20% on a pro forma basis. Free cash flow is defined as cash flow from operations less capital expenditures and dividends; retained cash flow is free cash flow plus capital expenditures and the add-back of any change in working capital.

First quarter results for both Lubrizol and Noveon were positively impacted by acquisitions, but organic growth was robust as well; overall revenues grew by roughly 14% versus the prior year. Pro forma operating margins rose to 10.8% from 8.1% in the fourth quarter and 9.8% in the first quarter of the prior year. While Moody's expects second quarter earnings to be adversely impacted by higher feedstock costs, full year margins are likely to be in excess of 2003 levels. Moody's believes that the timing of this transaction mitigates some of the downside risk. A recovery in the US industrial economy should provide positive momentum for the combined company through 2005. However, failure to achieve the financial metrics cited above could have negative consequences for the company's ratings. Initially, Lubrizol will be weakly placed in the ratings category. Hence, there will be limited upside pressure on the ratings even if the company's financial performance exceeds Moody's projections.

Noveon's major businesses that are complementary to Lubrizol's existing industrial operations include Personal Care and Pharmaceuticals and the majority of the Performance Coatings business; together Moody's believes these operations constitute roughly 40% of Noveon's sales. Noveon's Specialty Plastics business has good margins, but no overlap with Lubrizol's operations. In Moody's opinion, several businesses that offer no synergies and are minimal contributors to the bottom line could be divested to accelerate debt reduction. However, a valuation is uncertain due to limited information; these businesses include Noveon's Food and Beverage and Auxiliary Chemicals businesses.

The Lubrizol Corporation, headquartered in Wickliffe, OH, is a leader in the worldwide market for additives used in transportation lubricants, including engine oils, automatic transmissions fluids and gear oils. Lubrizol also manufactures additives for industrial lubricants and specialty chemicals that enhance the properties of coatings, inks and personal care products. Lubrizol reported $2.0 billion in sales for fiscal 2003.

Noveon, Inc., headquartered in Cleveland, Ohio, is a global producer of specialty polymers, polymer-based formulations and chemical additives for consumer and industrial applications. Its revenues were $1.1 billion in 2003. Noveon Inc. is a wholly-owned subsidiary of Noveon International, Inc.

New York
Mark Gray
Managing Director
Corporate Finance Group
Moody's Investors Service
JOURNALISTS: 212-553-0376
SUBSCRIBERS: 212-553-1653

New York
John Rogers
VP - Senior Credit Officer
Corporate Finance Group
Moody's Investors Service
JOURNALISTS: 212-553-0376
SUBSCRIBERS: 212-553-1653

No Related Data.
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