New York, December 02, 2020 -- Moody's Investors Service ("Moody's") affirmed
salesforce.com, inc.'s ("Salesforce") A2 senior unsecured
rating following the company's announcement that it plans to acquire
Slack Technologies, Inc. ("Slack") for approximately
$28 billion in cash and Salesforce's stock. The acquisition
is expected to close in Salesforce's second fiscal quarter ending
in July 2021. The ratings outlook is stable.
Despite the strong strategic rationale for the acquisition, the
acquisition is credit negative for Salesforce because of the very high
purchase price relative to Slack's revenues and the significant
increase in pro forma financial leverage as a result of the acquisition.
The affirmation of the ratings is based on Moody's expectation that
Salesforce's solid operating profit growth and prioritization of
debt repayment will drive rapid deleveraging and the company will return
to a net cash position within 12 to 18 months after the close of the acquisition.
Affirmations:
..Issuer: salesforce.com, inc.
....Senior Unsecured Regular Bond/Debenture,
Affirmed A2
Outlook Actions:
..Issuer: salesforce.com, inc.
....Outlook, Remains Stable
RATINGS RATIONALE
Moody's analyst Raj Joshi said, "The acquisition by
Salesforce will substantially increase Slack's distribution capabilities,
especially in the large and mid-size enterprise segments."
Salesforce will integrate Slack's communications and collaboration
technologies into its cloud offerings and Slack will become the communications
interface for Salesforce users and their external partners. Joshi
added, "The acquisition will enhance Salesforce's existing
communications and collaboration capabilities, expand its ecosystem
of integrated applications and software developers, and extend its
network beyond the enterprise users to their external business partners."
The cloud-based collaboration market has become intensely competitive.
Slack's technologies will strengthen Salesforce's offerings,
but Salesforce could face challenges in monetizing Slack's offerings
amid stiff competition, especially given Microsoft's aggressive
marketing and pricing strategy for its Teams product that competes with
Slack, as well as against other existing and emerging challengers.
In addition, collaboration technologies are changing rapidly.
Salesforce could face challenges in driving adoption of its communications
tools beyond the highly popular use cases in information technology and
other business workflows.
Although the acquisition is credit negative, the affirmation of
the A2 rating reflects Moody's expectation that Salesforce's
total debt to EBITDA (incorporating Moody's standard analytical
adjustments, growth in unearned revenues and cash costs to acquire
sales contracts) will decline to the mid 2x level, from the mid
to high 3x at the close of the acquisition, within 12 to 18 months
after the close of the acquisition from a combination of strong growth
in profitability and debt reduction. Salesforce's over $2
billion of stock-based compensation expense increases leverage
by slightly over 1x. Moody's expects that Salesforce's
free cash flow will increase to over 30% of its lease-adjusted
debt by the fiscal year ending January 2023. Salesforce's
strong financial profile prior to the acquisition provides capacity to
absorb the credit negative acquisition of Slack. The company had
$9.5 billion of cash at quarter ended October 31,
2020, low debt levels, and Moody's expects free cash
flow to exceed $4 billion over the next 12 months.
Moody's also expects organic revenue growth in the high teens percentages
with operating profit growth exceeding the revenue growth rates over the
next 12 to 24 months. The A2 rating is supported by management's
track record of debt repayment after previous leveraging acquisitions
and strong execution that is reflected in the company's high growth
rates, increasing profitability between dilutive acquisitions,
and the successful integration of larger acquisitions that have expanded
addressable markets and diversified revenues. Salesforce is the
market share leader in the Customer Relationship Management (CRM) software
market and its software products have a large addressable markets.
The company's revenue growth and profitability have been resilient
through the COVID-19 crisis. Its large base of recurring
subscription revenues and over $30 billion of Remaining Performance
Obligations provide high revenue and cash flow visibility.
The A2 rating incorporates Moody's expectations that Salesforce will operate
with total debt to EBITDA of about low to mid 2x (Moody's adjusted,
including growth in unearned revenues and after expensing cash commissions),
though leverage could temporarily increase after larger debt-funded
acquisitions. Moody's does not expect Salesforce to initiate a
dividend or repurchase shares over the next several years.
The key long-term risks to the ratings include the evolving nature
of the technology industry, which creates new opportunities as well
as challenges, event risk from Salesforce's acquisitive history,
and the growing competitive overlap of the company's offerings with
those from the peer cloud software and infrastructure and platform services
providers.
The stable outlook reflects Moody's expectations that Salesforce will
generate strong operating cash flow growth, maintain robust liquidity,
and prioritize deleveraging after the Slack acquisition.
FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS
Given Salesforce's elevated financial leverage over the 12 to 24
months after the Slack acquisition, a ratings upgrade is not expected.
Moody's could upgrade Salesforce's ratings over time if the company continues
to strengthen its market position in the CRM market and its other core
platform services while growing profitability, and it commits to
more conservative financial policies. The ratings could be downgraded
if Salesforce sustains erosion of market share or competitive position
that lead to a meaningful deceleration in organic growth. Operating
challenges or deviations from conservative financial policies that cause
leverage to persist above the mid 2x level (Moody's adjusted, including
growth in unearned revenues and after expensing cash commissions) could
pressure the rating.
salesforce.com is a leading enterprise software and cloud services
provider and is the leader in CRM technology.
The principal methodology used in these ratings was Software Industry
published in August 2018 and available at https://www.moodys.com/researchdocumentcontentpage.aspx?docid=PBC_1130740.
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
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and governance (ESG) risks in our credit analysis can be found at https://www.moodys.com/researchdocumentcontentpage.aspx?docid=PBC_1133569.
At least one ESG consideration was material to the credit rating action(s)
announced and described above.
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.
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Raj Joshi
VP - Senior Credit Officer
Corporate Finance 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
Lenny J. Ajzenman
Associate Managing Director
Corporate Finance 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