Approximately $700 million of new debt rated
New York, February 19, 2013 -- Moody's Investors Service has assigned a B1 rating to Digicel Limited's
("DL") proposed $700 million senior unsecured notes
due 2021. DL is a wholly-owned subsidiary of Digicel Group
Limited ("Digicel" or "DGL"). Net proceeds will
be used to repurchase the entire tranche of the DL 12% senior notes
due 2014 ($510 million outstanding) via a tender offer and for
general corporate purposes. In addition, Moody's affirmed
Digicel's B2 Corporate Family Rating (CFR) and B2-PD Probability
of Default Rating (PDR). In conjunction with the rating action,
Moody's affirmed the ratings on the existing debt at DGL and DL.
The rating outlook is stable.
Moody's views the transaction favorably due to the extension of
the 2014 debt maturity and comparatively lower coupon on the new notes,
which will reduce interest expense. Following the debt refinancing,
Moody's expects consolidated leverage at DGL will remain under 5.0x
total debt to EBITDA (Moody's adjusted). We believe Digicel will
manage its adjusted leverage at between 4.5x and 5.0x over
the next two years, given EBITDA expansion related to the continued
success in growing its markets, particularly in the South Pacific
territories, and increasing cash flow contributions from operations
in Haiti and Papua New Guinea. Overall deleveraging is expected
to be tempered by our expectation that the company could use debt funding
to consolidate the remaining equity of its affiliate, Digicel Holdings
Central America ("DHCAL"), that it does not already
own, and for future acquisitions and capex.
Rating Assigned:
..Issuer: Digicel Limited
$700 Million Senior Unsecured Notes due 2021 -- B1 (LGD-3,
39%)
Ratings Affirmed:
..Issuer: Digicel Group Limited
Corporate Family Rating -- B2
Probability of Default Rating -- B2-PD
The assigned rating is subject to review of final documentation and no
material change in the terms and conditions of the transaction as advised
to Moody's. Digicel intends to use the debt offering proceeds
to retire the existing DL 12% notes due 2014. Moody's
will withdraw the rating on these notes upon full repayment.
RATINGS RATIONALE
Digicel's B2 CFR is supported by its leading position as the largest wireless
telecommunications carrier in the Caribbean, as well as its successful
track record at gaining significant market share and producing solid operating
results relatively quickly after new markets are launched. The
company's growing penetration in markets outside of its long-standing
Jamaica base has resulted in quick deleveraging from roughly the 10.0x
level following recapitalization of the balance sheet in early 2007,
to 4.7x total debt to EBITDA (Moody's adjusted) as of December
31, 2012.
However, Digicel's history of debt funded acquisitions and sizable
dividend payments, plus the likelihood that in the future DGL will
acquire the portion of DHCAL that it does not currently own weigh down
the rating. While the company continues to have strong diversification,
this is mitigated by its exposure to Jamaica (about 18% of total
revenue), which is struggling to revive its economy and experiencing
competitive telecom pricing following the imposition of a new regulatory
and tax scheme designed to increase government receipts. A positive
offset is the robust GDP growth expected this year from Papua New Guinea
(17% of revenue) and Haiti (21% of revenue).
Digicel's very good liquidity supports the rating. We expect
that the company will end FY14 (ending March 31, 2014) with cash
balances near the levels at December 31, 2012 (roughly $353
million). Cash flow from operations on a Moody's adjusted
basis continue to demonstrate strong improvement rising to $544
million for the LTM period ended December 2012 compared to $525
million in FY12. However, Digicel produced negative free
cash flow of $186 million in the LTM period, mainly due to
high capital expenditures (for Voilà Haiti network integration
and 4G rollouts) and a $300 million special dividend paid in June
2012. Moody's expects DGL to generate solid free cash flow of about
$100 million (after dividends) in FY14, as Papua New Guinea
and Haiti contribute healthy cash flows. Digicel also maintains
a $893 million unrated senior secured credit facility (matures
2017) at its Digicel International Finance Ltd. ("DIFL") subsidiary,
however there are no further draws available under this facility.
Rating Outlook
Given the incremental debt incurred as a result of this capital raise
and the debt raised in February 2012, the stable outlook reflects
Moody's opinion that despite continuing subscriber and cash flow growth,
DGL is unlikely to drive debt to EBITDA leverage to below 4.0x
(Moody's adjusted) over the rating horizon. The outlook also
reflects Moody's view that over the next two years, the company
could use debt to acquire more DHCAL equity from its principal shareholder,
Denis O'Brien.
What Could Change the Rating - Up
Moody's could upgrade Digicel's rating if the company demonstrated a less
aggressive dividend philosophy, financial policies targeted leverage
lower than 4.0x debt to EBITDA (Moody's adjusted),
and if the operations generated free cash flow in excess of 5%
of total debt (Moody's adjusted) on a sustained basis while maintaining
very good liquidity.
What Could Change the Rating - Down
The ratings could be downgraded if operational shortfalls or unexpected
acquisitions/investments elevated Digicel's leverage above 6.0x
debt to EBITDA (Moody's adjusted) over an 18 to 24 month horizon.
The ratings will likely come under pressure if competition escalates in
the company's core markets or if deterioration in the political,
economic and regulatory environments in the Caribbean or South Pacific
markets result in declining operating cash flows and weak liquidity.
Moody's subscribers can find additional information in the Digicel credit
opinion published on www.moodys.com.
The principal methodology used in rating Digicel Group Limited was Global
Telecommunications Industry published in December 2010. Other methodologies
used include Loss Given Default for Speculative-Grade Non-Financial
Companies in the U.S., Canada and EMEA published in
June 2009. Please see the Credit Policy page on www.moodys.com
for a copy of these methodologies.
Incorporated in Hamilton, Bermuda, with headquarters in Kingston,
Jamaica, W.I., Digicel is the largest provider
of wireless telecommunication services in the Caribbean. Revenue
for the twelve months ended December 31, 2012 totaled $2.5
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 rating action on the support provider and in relation to each particular
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 rating action, and
whose ratings may change as a result of this 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.
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.
Gregory A Fraser
Vice President - Senior Analyst
Corporate 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
John Diaz
MD - Corporate Finance
Corporate 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
Moody's assigns B1 to Digicel Limited's new senior unsecured notes, affirms Digicel Group Limited's B2 CFR; outlook stable