Hong Kong, April 17, 2018 -- Moody's Investors Service has affirmed the Caa3 corporate family rating
(CFR) of MNC Investama Tbk. (P.T.) (BHIT) and the
Ca rating on the senior secured rating notes issued by its wholly-owned
subsidiary, Ottawa Holdings Pte. Ltd. ("Ottawa"),
and unconditionally and irrevocably guaranteed by BHIT.
The outlook on the ratings remains negative.
At the same time, Moody's has also assigned a (P)Caa1 rating to
the proposed million new senior secured notes due 2021 to be issued by
BHIT.
The rating action follows BHIT's announced exchange offer on 17
April 2018 - with respect to Ottawa's $365 million
5.875% senior secured notes -- of up to $250
million for new senior secured notes due 2021 and a cash tender payment.
BHIT is a listed investment holding company with core holdings in operating
companies primarily in the Indonesian media and financial services sectors.
Through its 52.85% stake in PT Global Mediacom Tbk (BMTR),
BHIT has a 62.84% stake in Media Nusantara Citra (P.T.)
(MNCN), Indonesia's leading free-to-air broadcast
company, and a 92.41% stake in MNC Sky Vision Tbk
(P.T.) (SkyVision), Indonesia's leading pay-TV
operator. BHIT also owns a 69.88% stake in PT MNC
Kapital Indonesia Tbk (MKAP), a leading financial services company
in Indonesia.
RATINGS RATIONALE
"BHIT's proposed exchange is necessary as it does not have sufficient
funds on its balance sheet to repay its maturing $365 million senior
secured notes due 16 May 2018. If the exchange offer is completed
as outlined, it will constitute a distressed exchange, which
is an event of default under Moody's definition of default,"
says Annalisa DiChiara, Moody's Vice President and Senior Credit
Officer.
Upon the successful completion of the proposed transaction as outlined
such that the 2018 notes are fully repaid, BHIT's CFR will
likely be upgraded to B3, reflecting its improved debt maturity
profile and expected interest coverage -- based on dividends from
operating subsidiaries - of at least 1.0x. The rating
on the 2018 notes would also be withdrawn.
The (P)Caa1 rating on the proposed senior secured notes reflects the complex
organizational and legal structure existent, and thus factors in
structural subordination, similar to the existing 2018 notes.
As a holding company, BHIT is entirely reliant on dividends.
The claims of BHIT's creditors on the assets and cash flows of BHIT's
operating units are subordinate to those of the direct creditors of the
operating units, as the majority of the group's debt is incurred
at the operating unit level with dividends up-streamed from key
operating assets to service its obligations.
According to the company's announcement, holders of the 2018
notes will be eligible to receive an exchange consideration of $880
in principal amount of new notes and $120 of cash for each $1,000
in principal amount of the 2018 notes.
A shareholder loan of $30 million and BHIT's existing cash
and sale of marketable securities will provide funds necessary for the
cash portion of the exchange offer and the redemption of the holdings
of non-participating bondholders. The shareholder loan is
expected to convert into equity upon satisfaction of certain conditions,
including the successful completion of the exchange offer. The
shareholder loan will be non-interest bearing and will remain deeply
subordinated until conversion.
Prior to the commencement of the exchange offer, in a separately
privately negotiated transaction, BHIT and the holder of an aggregate
$115 million of the existing 2018 senior secured notes agreed to
convert initially into subordinated debt of the company, which will
remain deeply subordinated and be non-interest bearing.
This debt will be subsequently converted into the capital stock of BHIT,
upon satisfaction of certain conditions, including the successful
completion of the exchange offer for the remaining balance of the existing
2018 senior secured notes.
Under the terms, BHIT will issue new shares to the converting holder
on or before 30 September 2018.
"Although, the proposed exchange will ultimately reduce debt
levels and extend the debt maturity profile to 2021 at the holding company
level, its liquidity position will remain fragile, reflecting
its reliance on dividends from subsidiaries -- primarily MNCN -
to satisfy its cash obligations, including interest expenses on
the proposed notes and operating costs," adds DiChiara,
also Moody's lead analyst for BHIT.
MNCN is Indonesia's leading free-to-air broadcast
company and contributes around 52% and 75% of the BHIT's
consolidated revenues and EBITDA, respectively, providing
an anchor for BHIT's credit profile. It is also the primary
source of dividend income for BHIT.
BHIT's organizational structure is complex with its holdings in
the operating companies in the media sector held through an intermediary
holding company -- BMTR -- which is 52.85%
owned. BMTR's 62.84% stake in MNCN means BHIT's
economic interest in MNCN is only around 33%.
Although Moody's financial analysis of BHIT considers its consolidated
financial position, we also analyze BHIT as a holding company and
its ability to utilize dividend income to service its debt obligations.
Based on this analysis and our assumptions for dividend receipts from
MNCN, we forecast dividend/interest cover of approximately 1.0x
At the same time, BHIT's credit profile continues to reflect
the credit quality and risk factors associated with its other strategic
assets and portfolio investments outside of the core media business,
including Indonesian financial services, energy and real estate
sectors.
In our view, the non-media-related businesses,
separately and collectively, have weaker market positions,
lower margins and higher associated cash flow volatility, which
translate into higher business and financial risks for BHIT.
The principal methodology used in these ratings was Business and Consumer
Service Industry published in October 2016. Please see the Rating
Methodologies page on www.moodys.com for a copy of this
methodology.
BHIT is a listed investment holding company in Indonesia with core holdings
in operating companies primarily in the Indonesian media and financial
services sectors. The company also holds other strategic subsidiary
and portfolio investments in the Indonesian property development and mining
sectors.
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 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.
Regulatory disclosures contained in this press release apply to the credit
rating and, if applicable, the related rating outlook or rating
review.
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.
The first name below is the lead rating analyst for this Credit Rating
and the last name below is the person primarily responsible for approving
this Credit Rating.
Annalisa Di Chiara
VP - Senior Credit Officer
Corporate Finance Group
Moody's Investors Service Hong Kong Ltd.
24/F One Pacific Place
88 Queensway
Hong Kong
China (Hong Kong S.A.R.)
JOURNALISTS: 852 3758 1350
Client Service: 852 3551 3077
Laura Acres
MD - Corporate Finance
Corporate Finance Group
JOURNALISTS: 852 3758 1350
Client Service: 852 3551 3077
Releasing Office:
Moody's Investors Service Hong Kong Ltd.
24/F One Pacific Place
88 Queensway
Hong Kong
China (Hong Kong S.A.R.)
JOURNALISTS: 852 3758 1350
Client Service: 852 3551 3077