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Global Credit Research - 03 May 2010
Approximately $675 million of debt affected.
New York, May 03, 2010 -- Moody's Investors Service assigned a B2 corporate family rating and a
B2 probability-of-default rating to SSI Investments II Limited,
a new entity formed by funds sponsored by each of Berkshire Partners LLC,
Advent International Corporation and Bain Capital Partners, LLC
(collectively the "financial sponsors"), that is expected
to acquire by a scheme of arrangements SkillSoft PLC ("SkillSoft").
Moody's also assigned a Ba3 rating to SSI Investments II Limited's proposed
$40 million senior secured revolving credit facility due 2015,
Ba3 rating to its proposed $325 million senior secured term loan
due 2017, and Caa1 rating to its proposed $310 million unsecured
bridge facility. The ratings outlook is stable.
Proceeds from the proposed credit facilities combined with at least $510
million of equity from the financial sponsors will be used to fund the
leveraged buyout of SkillSoft PLC and to repay existing debt for total
consideration of approximately $1.2 billion.
The B2 rating reflects SkillSoft's high pro forma leverage of 5.5x
Debt/EBITDA (Moody's adjusted), increased debt levels,
moderate interest coverage, and prospects for reduced free cash
flow generation over the medium-term. The B2 rating also
reflects SkillSoft's relatively small scale in the highly competitive
and fragmented corporate learning and development market with very low
barriers to entry and the discretionary nature of its product offerings.
Conversely, the B2 rating is supported by the company's market
position in the niche e-learning content and solutions space,
its large and diverse customer base, the general predictability
of its revenue streams from clients under multiyear contracts, and
very good liquidity profile.
The following ratings were assigned:
SSI Investments II Limited
Corporate family rating at B2;
Probability-of-default rating at B2;
Proposed $40 million Revolving Credit Facility due 2015 --
Ba3 (LGD2, 24%)
Proposed $325 million 1st lien Term Loan due 2017 -- Ba3 (LGD2,
Proposed $310 million senior unsecured bridge loan/ unsecured notes
-- Caa1 (LGD5, 80%)
All ratings are subject to review of final documentation.
The following ratings will be withdrawn on closing of the proposed transaction.
SkillSoft Corporation (Old Entity)
Corporate family rating at B1;
Probability-of-default rating at B2;
$25 million senior secured revolving credit facility due 2012 --
B1( LGD3, 34%)
$85 million senior secured term loan B credit facility due 2013
-- B1 (LGD3, 34%)
Speculative Grade Liquidity Rating -- SGL-1
The stable ratings outlook reflects Moody's expectation that SkillSoft
will continue to maintain its solid market position in the e-learning
space and generate good operating profits and free cash flows.
For further details, please refer to SkillSoft's Credit Opinion
The last rating action for SkillSoft was on July 29, 2008,
when Moody's upgraded SkillSoft's rating to B1 from B2.
The principal methodology used in rating SkillSoft is Moody's Global Software
Industry Rating Methodology, published in May 2009 and available
on www.moodys.com in the Ratings Methodologies sub-directory
under the Research & Ratings tab. Other methodologies and factors
that may have been considered in the process of rating SkillSoft can also
be found in the Rating Methodologies sub-directory on Moody's website.
SkillSoft is a SaaS provider of on-demand e-learning and
performance support solutions for global enterprises, government,
education and small to medium-sized businesses. The company's
product offerings consist of an extensive set of e-learning content
offerings including business skill, IT proficiency, and compliance
courseware, a proprietary web-based LMS, and online
referenceware for business and IT books. For the last twelve month
period ended January 31, 2010, the company's revenues and
EBITDA (Moody's adjusted) were $315 million and $120 million,
Deven D. Shah
Corporate Finance Group
Moody's Investors Service
Moody's Assigns Ratings to SkillSoft's New Proposed Credit Facilities
Andris G. Kalnins
Senior Vice President
Corporate Finance Group
Moody's Investors Service
No Related Data.
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