New York, June 06, 2017 -- Moody's Investors Service, ("Moody's") has
affirmed the B2 corporate family rating ("CFR") of WideOpenWest
Finance, LLC ("WOW" or "the company") and
assigned a B2 (LGD 4) rating to WOW's proposed senior secured first
lien credit facility, which consists of a $2.335 billion
term loan and a $200 million revolver (that increases by $100
million to $300 million under certain conditions, primarily
the close of funding of the $2.335 billion term loan).
WOW will use the proceeds from the term loan, together with cash
from the balance sheet and a $105 million draw under the revolver,
to refinance its existing term loan facility, fully redeem its 10.25%
senior unsecured notes due 2019, and pay other transaction related
fees and expenses. As the repayment of this unsecured debt eliminates
all debt ranked junior to the proposed senior credit facility, the
reduced structural loss absorption results in a one notch downgrade to
WOW's senior secured credit facility instrument rating to B2,
in line with the company's CFR. Moody's has also affirmed
the company's B2-PD probability of default rating.
The outlook remains stable.
Assignments:
..Issuer: WideOpenWest Finance, LLC
....Senior Secured Bank Credit Facility,
Assigned B2 (LGD 4)
Outlook Actions:
..Issuer: WideOpenWest Finance, LLC
....Outlook, Remains Stable
Affirmations:
..Issuer: WideOpenWest Finance, LLC
.... Probability of Default Rating,
Affirmed B2-PD
.... Corporate Family Rating , Affirmed
B2
RATINGS RATIONALE
WOW's strong base of network assets, scale and profitability support
its B2 CFR. As a result of management's focus on higher margin
products and cost reduction, margins have expanded to be in line
with the industry average leading to steady improvements in leverage.
Proceeds from this financing, along with net proceeds from the company's
recent initial public offering ("IPO") of equity shares,
will reduce total debt by about $325 million and better solidify
its positioning in the B2 rating category. Moody's estimates
gross leverage (Moody's adjusted) will be 5.4x for LTM 2Q17,
with leverage continuing to fall steadily through FYE2017. Moody's
expects slightly negative free cash flow for FYE2017 despite sizable interest
cost savings from the refinancing. WOW continues to invest in edge-out
expansions across its footprint which strains free cash flow. EBITDA
margins expanded year-over-year for 1Q17, but revenue
growth has been only modest due to negative video subscriber trends and
competitive pressures. After a temporary period of weakness in
early 2015, WOW is executing on high speed data ("HSD")
subscriber growth with six consecutive quarters of positive net adds.
As the US cable industry grapples with a changing video distribution model,
high content costs and weak video subscriber trends, the high margin
HSD product is critically important for cable companies' cash flow growth.
The maturity of the core video product limits growth potential,
but Moody's believes WOW's HSD and commercial business product offerings
will fuel EBITDA growth, supported by its high quality network spanning
a ten state footprint. A meaningful reduction in interest expense,
capital efficiencies and operating synergies create the potential for
both stable and increasing free cash flow generation and lower leverage
over the next several years, barring a change in current financial
policy targets.
Moody's expects WOW to maintain good liquidity over the next 12 to 18
months. Pro-forma for the transaction, Moody's estimates
that the company has available cash balances of $77 million as
of March 31, 2017. WOW is expected to have about $195
million available under a revolving credit facility expected to be expanded
to $300 million from $200 million once the proposed term
loan is funded.
The stable outlook reflects WOW's improved credit profile,
which is primarily due to solid execution with cost savings initiatives
and the use of recent IPO proceeds for meaningful debt reduction.
The stable outlook also reflects Moody's expectations that the company
will maintain market share, especially for HSD subscribers,
and that leverage will continue to decline at a steady pace.
Moody's would consider an upgrade of the B2 CFR if leverage was sustained
around 5.0x (Moody's adjusted), free cash flow as a percentage
of debt was in the mid to high single digits on a sustained basis,
and there was evidence of maintaining its competitive position.
Moody's would consider a downgrade of the B2 CFR if leverage were sustained
above 6.5x (Moody's adjusted), liquidity were to become strained,
or there was a weakening of subscriber trends.
The principal methodology used in these ratings was Global Pay Television
- Cable and Direct-to-Home Satellite Operators published
in January 2017. Please see the Rating Methodologies page on www.moodys.com
for a copy of this methodology.
With its headquarters in Englewood, Colorado, WideOpenWest
Finance, LLC provides residential and commercial video, high
speed data, and telephony services to Midwestern and Southeastern
markets in the United States. The company reported 474,000
video, 729,000 high speed data, and 243,000 phone
subscribers as of March 31, 2017. Avista Capital Partners
owns 45% of the company and Crestview Partners owns 30%,
with public shareholders owning the remaining 25%. Revenue
for the last twelve months ended March 31, 2017 was approximately
$1.2 billion.
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.
Neil Mack, CFA
Vice President - Senior Analyst
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
John Diaz
MD - Corporate Finance
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