New York, June 17, 2020 -- Moody's Investors Service (Moody's) today affirmed Blucora,
Inc.'s (Blucora) B1 corporate family rating (CFR) and B1 senior
secured term loan rating. The rating action follows Blucora's announcement
that it plans to increase its Term Loan B by $175 million.
Blucora currently has a $390 million senior secured credit facility
due 2024 and a $65 million revolving credit facility (currently
undrawn) due 2022. Following the completion of the upsize,
Blucora's total debt balance would be around $565 million.
Blucora intends to use $100 million of the net proceeds to complete
its previously announced acquisition of HK Financial Services (HKFS),
a provider of tax and wealth management services with around $4
billion in client assets. The remaining balance of about $75
million will remain on the firm's balance sheet. The outlook
remains negative.
Affirmations:
..Issuer: Blucora, Inc.
.... Corporate Family Rating, Affirmed
B1
.... Senior Secured Bank Credit Facilities,
Affirmed B1
Outlook Actions:
..Issuer: Blucora, Inc.
....Outlook, Remains Negative
RATINGS RATIONALE
Moody's said the ratings affirmation reflects Blucora's financial
profile which benefits from a diversified business model with profitable
franchises in tax preparation and wealth management. Blucora's
ratings are also supported by strong cash flow generation, resulting
in ample liquidity and ability to reduce leverage.
Moody's said the economic, operational and other consequences of
the ongoing coronavirus pandemic are profound, and the magnitude
and duration of these consequences remain fluid and uncertain.
Similar to most of its peers, these matters present a fundamental
credit challenge to Blucora. In addition to a rising uncertainty
around levels of client assets, which drive advisory revenue,
the March 2020 Federal Reserve Board (Fed) cut to the fed funds rate to
its new range of 0%-0.25% will also have negative
implications on Blucora's profitability. Moody's said
that it expects Blucora's expenses in the tax preparation business
segment to increase during 2020, relative to previous periods,
as a result of the extension of the tax season which will cause Blucora
to incur added costs around marketing and support functions.
Moody's said the outlook is negative reflecting challenging macroeconomic
environment which will weigh on the firm's revenue in the form of lower
advisory fees and lower cash sweep revenue earned on client cash balances.
The negative outlook also reflects the rating agency's expectation
for weaker profitability in the tax preparation business segment in 2020.
Should this weakness extend into the 2021 tax season it would put further
negative pressure on the firm's credit profile.
In April 2020, Blucora announced amendments to its previously agreed
acquisition of HKFS, lowering the purchase price to $100
million from $160 million, introducing an earn-out
payment structure and moving the outside closing date to 1 October 2020
from 15 May. The amendments were credit positive because they provided
Blucora flexibility in funding the transaction while lowering the purchase
price and using an earn-out structure that reflects the current
macroeconomic environment: one shocked by the coronavirus pandemic
and rapidly shifting asset prices that have created a severe and extensive
credit shock across many sectors, regions and markets.
Moody's noted that even before the additional debt, Blucora's
debt leverage on a Moody's adjusted basis had increased to 4.5x
for the trailing twelve months ended 31 March 2020, as driven by
a reduction in cash sweep revenue in the wealth management segment as
well as a delay in the realization of earnings from the tax preparation
business due to the extension of the IRS filing deadline from April 15
to July 15. Blucora's proforma Moody's-adjusted debt leverage
will be around 5.5x upon its acquisition of HKFS. Moody's
said that Blucora will retain around $75 million of the debt balance
in cash on its balance sheet, in addition to its $113 million
cash balance. Therefore, net of the excess cash of $75
million, Blucora's proforma Moody's-adjusted
debt leverage would be close to 4.9x. Moody's said that
despite the recent interest rate cuts, market volatility and extension
of the tax season, Blucora's credit profile will continue to benefit
from its strong cash flow generation and business diversification.
Moody's expects Blucora's leverage to improve following the
conclusion of this year's tax season. Furthermore,
the rating agency does not expect the additional expenses incurred during
this tax season to repeat in the 2021 season, resulting in profitability
and margin levels more in line with Blucora's historical averages,
leading to further reductions in its leverage.
FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS
Factors that could lead to an upgrade:
Given the negative outlook, an upgrade of Blucora's ratings is unlikely
in the near future. Factors that could lead to a stable outlook
include:
Successful reduction in leverage as a result of revenue and margin stabilization
in the tax preparation business
Shift towards a more stable user base in the tax business and revenue
growth driven by factors other than pricing
Ongoing evidence of a successful implementation of Blucora's operational
strategies resulting in organic growth, rising profitability,
increased scale and improved margins
Factors that could lead to a downgrade:
A material deterioration in the credit profile as a result of a prolonged
shock to revenue coupled with weakness in expense management
Evolution in financial policy that increasingly favors shareholders such
as increasing leverage to fund acquisitions or share repurchases
Increasing competitive pressures on the firm's wealth management or tax
preparation businesses resulting in a deterioration in the firm's revenue
and cash flow generation
A significant deterioration in franchise value, via a security breach
of client accounts, a sustained service outage, or a significant
legal or compliance issue resulting in reputational damage, loss
of customers and litigation costs pressuring profit margins
The principal methodology used in these ratings was Securities Industry
Service Providers Methodology published in November 2019 and available
at https://www.moodys.com/researchdocumentcontentpage.aspx?docid=PBC_1187116.
Alternatively, please see the Rating Methodologies page on www.moodys.com
for a copy of this methodology.
REGULATORY DISCLOSURES
For further specification of Moody's key rating assumptions and
sensitivity analysis, see the sections Methodology Assumptions and
Sensitivity to Assumptions in the disclosure form. Moody's
Rating Symbols and Definitions can be found at: https://www.moodys.com/researchdocumentcontentpage.aspx?docid=PBC_79004.
For ratings issued on a program, series, category/class of
debt or security this announcement provides certain regulatory disclosures
in relation to each rating of a subsequently issued bond or note of the
same series, category/class of debt, security 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 credit rating action on the
support provider and in relation to each particular credit 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 credit rating action,
and whose ratings may change as a result of this credit 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.
The ratings have been disclosed to the rated entity or its designated
agent(s) and issued with no amendment resulting from that disclosure.
These ratings are solicited. Please refer to Moody's Policy
for Designating and Assigning Unsolicited Credit Ratings available on
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Regulatory disclosures contained in this press release apply to the credit
rating and, if applicable, the related rating outlook or rating
review.
Moody's general principles for assessing environmental, social
and governance (ESG) risks in our credit analysis can be found at https://www.moodys.com/researchdocumentcontentpage.aspx?docid=PBC_1133569.
The Global Scale Credit Rating on this Credit Rating Announcement was
issued by one of Moody's affiliates outside the EU and is endorsed
by Moody's Deutschland GmbH, An der Welle 5, Frankfurt
am Main 60322, Germany, in accordance with Art.4 paragraph
3 of the Regulation (EC) No 1060/2009 on Credit Rating Agencies.
Further information on the EU endorsement status and on the Moody's
office that issued the credit rating is available on www.moodys.com.
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.
Fadi Abdel Massih
Asst Vice President - Analyst
Financial Institutions Group
Moody's Investors Service, Inc.
250 Greenwich Street
New York, NY 10007
U.S.A.
JOURNALISTS: 1 212 553 0376
Client Service: 1 212 553 1653
Ana Arsov
MD - Financial Institutions
Financial Institutions Group
JOURNALISTS: 1 212 553 0376
Client Service: 1 212 553 1653
Releasing Office:
Moody's Investors Service, Inc.
250 Greenwich Street
New York, NY 10007
U.S.A.
JOURNALISTS: 1 212 553 0376
Client Service: 1 212 553 1653