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Rating Action:

Moody's affirms the ratings of DPL and DP&L; changes outlook to negative

05 Aug 2016

New York, August 05, 2016 -- Moody's Investors Service, ("Moody's") today affirmed the ratings of DPL Inc, (DPL, Ba3 senior unsecured) and its regulated utility Dayton Power and Light Company (DP&L, Baa3 Issuer Rating) and changed the rating outlooks to negative from stable.

Moody's also assigned a Baa2 senior secured rating to DP&L's proposed 6 year $445 million senior secured term loan facility. Proceeds raised in connection with the execution of this term loan will be used to repay $445 million of DP&L's First Mortgage Bonds (FMB) due on September 15, 2016.

RATINGS RATIONALE

The negative outlook on DPL and DP&L is prompted by the substantial uncertainty resulting from a June 2016 Ohio Supreme Court ruling on the utility's rates. This ruling required the Public Utility Commission of Ohio (PUCO) to suspend its existing authorization for DP&L to collect a $110 million annual non-by-passable Service Stability Rider (SSR), an important component of DP&L's cash flow. PUCO approved the SSR under the utility's Electric Security Plan II (ESP-II) in September 2013. Importantly, Moody's understands that the approximately $280 million of SSR payments collected to date are not subject to refund. The negative outlook on the parent company, DPL, reflects the negative outlook on its principal subsidiary, DP&L, as well as the material amount of holding company debt of about $1.2 billion, which accounts for 61.5% of the consolidated debt. The negative outlook also considers the group's exposure to the weak power merchant market conditions.

The affirmation of DP&L's Baa3 rating incorporates Moody's view that the utility operates under a credit supportive regulatory environment and that its relationship with PUCO is constructive. This opinion underpins Moody's expectation of a credit supportive outcome on the PUCO's pending decisions regarding the utility's new rates as well as the terms of its next Electricity Security Plan (ESP-III). These decisions are important to permit the company to further deleverage its capital structure. The negative outlook considers the uncertainty as to the timing of the decisions and whether the terms of the ESP-III will also be subject to future disputes or judicial challenges.

The Baa2 secured rating assigned to DP&L's proposed $445 million term loan facility reflects the terms of its collateral package as well as DP&L's plans to transfer its generation assets at book value (currently about $1 billion after recent impairments) to an affiliated generation company without any transfer of associated debt. After the asset separation which could occur as early as January 1, 2017, the utility's outstanding debt of about $750 million will remain at DP&L's transmission and distribution operations which have a total rate base of approximately $1 billion. As a result, the separation will significantly reduce the total asset coverage. This drives the single notch differential between DP&L's Baa2 secured rating and its Baa3 Issuer rating in contrast to Moody's standard practice of typically applying a two notch rating differential between a utility's secured and unsecured ratings.

The affirmation of DPL's Ba3 senior unsecured rating considers the group's liquidity and debt maturity profile. The three notch difference between DPL's Ba3 rating and DP&L's Baa3 Issuer rating largely reflects the substantial amount of parent company debt at DPL. Moody's notes that the sale of the retail subsidiary, DPL Energy Resources, Inc. (DPLER) earlier this year while positive for debt reduction purposes has diminished the group's cash flow visibility. This subsidiary procured its electric load from DP&L at multi-year fixed-price contracts for each retail customer. Therefore without the natural hedge created by owning a retail business, the group's output of around 11.5 TWh generated by the coal-fired generation assets (proportional share) are largely sold at wholesale market prices which currently remain depressed amid sustained low natural gas prices. That said, we also acknowledge that these business' cash flows benefit from the Pennsylvania-Maryland-New Jersey (PJM) Regional Transmission Organization capacity payments, particularly in 2017 and 2018. Importantly, we also note that the coal-fired facilities are fully scrubbed and their cash flow generation will be unlevered after DP&L's asset separation.

LIQUIDITY ANALYSIS

DPL used the proceeds from the sale of the DPLER subsidiary for the early redemption of $73 million outstanding under its $130 million unsecured Notes due in October 2016. It plans to redeem the $57 million remaining amount with cash on hand, a credit positive. To that end, DPL recorded $73.4 million in cash at the end of June 2016 (out of which $45.4 was held by DP&L).

DPL's is subject to mandatory annual amortizations under the $125 million bank term loan due in 2020 that will peak in 2020 ($50 million) while DP&L's proposed new term loan facility is expected to also include small annual amortizations. These annual amounts are modest but help the group's progressive deleveraging efforts. Assuming the successful refinancing of the $445 million of first mortgage bonds due in September 2016, the utility's next significant debt maturity are the 2015 pollution control bonds that have a mandatory put in 2020. DP&L's 4.8% pollution control bonds due in 2036 has a par call option as of September 1, 2016 but we do not anticipate the utility will exercise it. In the case of DPL, the next material debt maturity, after the $57 million due in October 2016, is in October 2019 when its 6.75% $200 million unsecured notes will become due. This maturity is important because DPL's secured revolving credit facility and bank loan are subject to an earlier expiration (on July 1, 2019) if the holding company fails to refinance it with debt that matures beyond January 31, 2021.

DPL has a $205 million secured revolving credit facility that expires in 2020 which could be increased by an additional $95 million. Borrowings under this facility are subject to conditionality including material adverse change. This is not the case for borrowings under DP&L's unsecured credit facility of $175 million and a $50 million letter of credit sublimit. As of end of June 2016, the facilities were almost fully available (total $376.8 million out of the total $380 million).

We expect that DPL will continue to be unable to distribute dividends to parent company AES Corporation (Ba3 positive) over the foreseeable future, given the cash traps embedded in its 2019 unsecured bonds, term loan, revolving credit facility, and articles of incorporation. That said, we note that DPL is subject to tax sharing payments under the agreement with AES. We anticipate that any corporate finance decisions going forward will consider the utility's long-term 50% regulatory capital structure target but also the intention of progressively reducing the holding company's debt burden. The PUCO's September 2014 Order authorized DP&L to temporary maintain after the separation of the generation assets a 75% debt to rate base (initially through January 1, 2018). We estimate that the parent company's annual debt service requirements in 2016 and 2017 hover around $100 million (including scheduled amortizations).

FACTORS THAT COULD LEAD TO AN UPGRADE

The prospects of an upgrade are limited given the negative outlook on the ratings of DP&L and DPL.

An stabilization of the outlook of DP&L could be considered if pending regulatory decisions regarding the utility's rates and the terms of the ESP-III are credit supportive. The stabilization of DP&L's outlook will depend on the utility's ability to generate sufficient cash flow to allow it to further deleverage such that it maintains its 50% regulatory capital structure and generates key credit metrics that remain commensurate with the Baa scoring range according to the guidelines provided in the Regulated Electric and Gas Utilities rating methodology.

A stabilization of DPL's rating will depend on a stabilization of DP&L's outlook. It will also depend on the ability of DPL's unregulated power business (after DP&L's asset separation) to help fund the holding company's capital requirements, including its debt service, despite our expectation that the market conditions will remain weak. A stabilization of DPL's rating could also be considered if DPL's consolidated cash flows allow it to further deleverage and if it is able to record consolidated key credit metrics that score within the Ba-range on the standard grid under our Regulated Electric and Gas Utilities rating methodology; Specifically, if its CFO pre-W/C to debt and interest coverage exceed 5% and 2.0, respectively.

FACTORS THAT COULD LEAD TO A DOWNGRADE

A downgrade of DP&L's rating is possible if pending regulatory outcomes are credit negative, including decisions regarding future rates, the extension of the temporary relief on the requirement to record a 50% capital structure beyond January 1, 2018 and/or the terms and conditions of the upcoming ESP-III. A downgrade of DPL's rating is also possible if PUCO does not relieve DP&L from the requirement to record positive retained earnings in order to distribute dividends. This has become important after the utility recorded a $857.1 million non-cash impairment of assets and a $61 million accumulated earnings deficit as of June 30, 2016.

A downgrade of the issuer's ratings is also possible if regulatory decisions are challenged or overturned in the courts with a ruling that is detrimental for the cash flows of DP&L and/or DPL. A deterioration of the key credit metrics to levels that are not commensurate with the current rating categories could also prompt a downgrade. In the case of DPL, a downgrade is likely if the consolidated CFO pre-W/C to debt and interest coverage fall below 10% and 2.5x, respectively.

Assignments:

..Issuer: Dayton Power & Light Company

....Senior Secured Bank Credit Facility, Assigned Baa2

Outlook Actions:

..Issuer: Dayton Power & Light Company

....Outlook, Changed To Negative From Stable

..Issuer: DPL Inc.

....Outlook, Changed To Negative From Stable

Affirmations:

..Issuer: Dayton Power & Light Company

.... Issuer Rating, Affirmed Baa3

....Pref. Stock Preferred Stock, Affirmed Ba2

....Senior Secured First Mortgage Bonds, Affirmed Baa2

..Issuer: DPL Inc.

....Senior Unsecured Regular Bond/Debenture, Affirmed Ba3

..Issuer: Ohio Air Quality Development Authority

....Senior Secured Revenue Bonds, Affirmed Baa2

....Underlying Senior Secured Revenue Bonds, Affirmed Baa2

The principal methodology used in these ratings was Regulated Electric and Gas Utilities published in December 2013. Please see the Ratings Methodologies page on www.moodys.com for a copy of this methodology.

Headquartered in Dayton, Ohio, DPL Inc. (DPL: Ba3, negative) is a holding parent company that wholly-owns the still vertically regulated electric utility, The Dayton Power and Light Company (DP&L: Baa3 Issuer Rating, negative). DP&L is subject to the purview of the Public Utility Commission of Ohio (PUCO) and the Federal Energy Regulatory Commission (FERC). The group further comprises AES Ohio Generation LLC and the captive insurance company Miami Valley Insurance Company. DPL is a subsidiary of The AES Corporation (AES: Ba3 Corporate Family Rating, positive), a globally diversified power holding company.

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.

Natividad Martel
Vice President - Senior Analyst
Infrastructure Finance Group
Moody's Investors Service, Inc.
250 Greenwich Street
New York, NY 10007
U.S.A.
JOURNALISTS: 212-553-0376
SUBSCRIBERS: 212-553-1653

James Hempstead
Associate Managing Director
Infrastructure Finance Group
JOURNALISTS: 212-553-0376
SUBSCRIBERS: 212-553-1653

Releasing Office:
Moody's Investors Service, Inc.
250 Greenwich Street
New York, NY 10007
U.S.A.
JOURNALISTS: 212-553-0376
SUBSCRIBERS: 212-553-1653

No Related Data.
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