London, 17 July 2017 -- Moody's Investors Service, ("Moody's") has
today assigned a first time B3 corporate family rating (CFR) and B3-PD
probability of default rating (PDR) to Roy Midco ApS the ultimate parent
of Faerch Plast Group A/S (Faerch or The Company), a leading player
in the manufacture of rigid plastic packaging which it supplies into certain
high-growth niche food end markets across a limited number of Western
European countries.
The rating action takes into account the following factors:
• The high opening Moody's-adjusted leverage with gradual
deleveraging prospects
• High ongoing levels of capex weighing on free cashflow
• The company's leading position in niche high growth food
packaging markets
• Faerch's long term customer relationships and demonstrated
ability to pass through raw material price increases
Concurrently, Moody's assigned a first-time B2 instrument
rating to the DKK2,231 million (EUR denominated) first lien secured
term loan B1 due 2024, the DKK818 million (GBP denominated) first
lien secured term loan B2 due 2024 and the EUR65 million (multicurrency)
first lien secured revolving credit facility (RCF) due 2023, borrowed
at Roy Bidco ApS.
Proceeds from the term loan will be used to partially finance the acquisition
of Faerch by Advent International, repay existing debt facilities
and transaction costs as well as provide a DKK100 million cash overfund.
The outlook on all ratings is stable.
RATINGS RATIONALE
Moody's views the rating as strongly positioned in the B3 category,
reflecting: (i) the focused product portfolio supplying into high-growth,
high-priced segments of the defensive food end market where demand
is low-cyclical; (ii) high switching costs for customers given
products are often bespoke; (iii) long-term customer relationships
and proven ability to pass-through resin price increases;
and (iv) the well invested asset base with a high degree of automation
resulting in favourable margins compared to peers.
The rating also reflects: (i) the very high Moody's-adjusted
opening leverage of around 7.3x for year-end 2016 proforma
for the transaction, which Moody's believes will remain elevated
for the next 12-18 months reducing to around 6.4x by the
end of 2018; (ii) the high level of projected capex which weighs
on cash flows; (iii) the high customer concentration level,
which is partially mitigated by the long term nature of customer relationships
as well as Faerch's proven ability to grow revenues with its main
customers; and (iv) the fragmented and competitive market environment
in which Faerch operates against a number of significantly larger players.
Faerch is a rigid plastic packaging manufacturer with strong niche market
positions in certain Western European countries with a high exposure to
the UK and Ireland. The market for rigid plastic packaging is highly
fragmented and exhibits strong pricing pressure and fierce competition
due to its relatively high growth rate. At higher than GDP rates,
rigid plastic packaging is the fastest growing food packaging material.
According to the company, between 2010 and 2015 the market in Europe
grew at around 4% per annum and is expected to maintain similar
growth rates over the next 3-5 years. This forecast is in
line with our own projections.
Faerch generates 44% of revenues from European Ready Meals end
markets, 31% from the Food-To-Go market and
25% from the European Fresh Meat market segment each of which demonstrated
resilience during the last economic downturn.
While Faerch has relatively small scale as measured by revenues relative
to rated peers, the company is one of the largest players in its
respective markets. Faerch benefits from a well-invested
asset base with a high degree of automation, which positions the
company as a cost leader in this sector. Faerch's asset base
benefits from a sustained high level of capital investment, including
into acquired companies, relative to its peers and this is reflected
in its relatively high EBITDA margin in 2016.
Faerch has demonstrated a track record of growth. From 2013-16
the company reported organic revenue growth of 5.6% CAGR
while growing its EBITDA margin, reflecting its focus on disciplined
growth (vs. chasing volumes) and reducing the company's fixed
cost base.
Moody's expects deleveraging will be gradual, coming from
the company's ability to grow EBITDA at slightly higher than end market
growth rates due to its investment in new products, generating operating
efficiencies by lowering conversion costs through continuing investment
in automation. In addition, Moody's believes EBITDA
growth may be generated from modest acquisitions aimed at geographic expansion
and based on Faerch's track record of growing its share of wallet
with existing customers.
LIQUIDITY PROFILE
Moody's considers Faerch's liquidity, pro forma for
the transaction, to be adequate. At closing, the company
will have an opening cash balance of DKK100 million (equivalent to EUR13
million) and liquidity is also supported by a DKK483 million (EUR65 million)
revolving credit facility which Moody's expects will be sufficient
to cover capex and seasonal working capital needs.
The company's high capex spend, which is partly linked to
the integration of two acquisitions completed in 2015 of between 8.5%
p.a. and 12.7% p.a. of revenues
in the last few years weighs on cash flow although maintenance capex amounts
to around 2% of revenues with the remainder linked to growth and
efficiency projects. Working capital requirements are typically
slightly higher in Q3 and Q4 due to inventory build-up, but
Moody's does not expect this to have a significant impact on cash
flow generation.
RATING OUTLOOK
The stable outlook reflects Moody's expectation that Faerch's
leverage, as measured by Moody's-adjusted debt/EBITDA,
will decrease to around 6.5x within the next 12-18 months
and that management will not embark on any material debt-funded
acquisitions, or dividend recapitalisations.
WHAT COULD CHANGE THE RATING UP/DOWN
Positive pressure on the rating could come from continued EBITDA growth
so that Moody's adjusted debt/EBITDA falls below 6.0x,
combined with free cash flow/debt in the mid-single-digits.
The rating could come under negative pressure if operating performance
deteriorates, Moody's adjusted leverage increases to above
7x, free cash flow turns negative, or due to weakening liquidity.
PRINCIPAL METHODOLOGY
The principal methodology used in these ratings was Packaging Manufacturers:
Metal, Glass, and Plastic Containers published in September
2015. Please see the Rating Methodologies page on www.moodys.com
for a copy of this methodology.
CORPORATE PROFILE
Headquartered in Holstebro, Denmark, Faerch is a leading rigid
plastic packaging manufacturer supplying into the European food industry,
with more than 1,000 employees across six manufacturing facilities,
and regional sales offices covering all of Europe as well as selected
non-European countries. Faerch focuses on the production
of plastic trays and its main customers are food producers (80%
of 2016 revenue), distributors (16%) and retailers (4%).
The company is majority owned by private equity firm Advent International
following its acquisition of EQT's 92.7% stake.
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.
Martin Chamberlain
Vice President - Senior Analyst
Corporate Finance Group
Moody's Investors Service Ltd.
One Canada Square
Canary Wharf
London E14 5FA
United Kingdom
JOURNALISTS: 44 20 7772 5456
Client Service: 44 20 7772 5454
Richard Etheridge
Associate Managing Director
Corporate Finance Group
JOURNALISTS: 44 20 7772 5456
Client Service: 44 20 7772 5454
Releasing Office:
Moody's Investors Service Ltd.
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JOURNALISTS: 44 20 7772 5456
Client Service: 44 20 7772 5454