New York, December 04, 2013 -- Moody's Investors Service today assigned a B3 rating to AP Gaming
I, LLC's ("AP Gaming") proposed $155 million
senior secured term loan due 2020 and proposed $25 million senior
secured revolver due 2018. A B3 Corporate Family Rating,
B3-PD Probability Default Rating, and stable rating outlook
were also assigned.
Proceeds from the proposed $180 million credit facility along with
$100 million of cash equity from an affiliate of Apollo Global
Management ("Apollo") and a $2.2 million pay-in-kind
("PIK") seller note, will be used by Apollo to acquire
American Gaming Systems. American Gaming Systems ("AGS")
designs and manufactures Class II and Class III casino gaming equipment
and systems for Native American and commercial gaming facilities.
AGS entered into an agreement to be acquired by Apollo on September 16,
2013. AP Gaming I, LLC, the acquisition vehicle used
by Apollo to acquire AGS, will be the legal borrower. The
PIK seller note (not rated) will be issued by AP Gaming Inc.,
the direct parent of AP Gaming I, LLC, and will not be guaranteed
by AP Gaming I, LLC. The acquisition is scheduled to close
by the end of this year.
New Ratings Assigned:
Corporate Family Rating, at B3
Probability of Default Rating, at B3-PD
$155 million senior secured term loan due 2020, at B3 (LGD
3, 49%)
$25 million senior secured revolver due 2018, at B3 (LGD
3, 49%)
Stable rating outlook
RATING RATIONALE:
The B3 Corporate Family Rating considers AP Gaming I, LLC's
("APG") very small size in terms of revenue and EBITDA as
well as the company's significant customer concentration.
For the 12-month period ended September 30, 2013, revenue
and EBITDA totaled only about $62 million and $32 million.
One customer, a Native American Gaming tribe, currently accounts
for about one-third of the company's total revenue.
APG's top 10 customers account for about 70% of total revenue.
Also considered is the company's heavy reliance on only a few key
managers for game design and relationship management along with the fact
that the company's contracts with its Native American customers
do not contain sovereign immunity waivers.
Key concerns also include Moody's expectation that APG will not
generate free cash flow in the near-term as it will continue to
invest in initiatives designed to grow earnings, expand the company's
geographic footprint into Illinois and other jurisdictions, and
reduce its reliance on only a relatively few customers. Also incorporated
into the rating is Moody's view that Apollo, a private equity
sponsor, will maintain an aggressive financial policy.
Positive rating considerations include better-than-average
credit ratios for the rating category -- pro forma debt/EBITDA
is near 4.0 times -- high EBITDA margins at over
50%, and a demonstrated ability to compete effectively against
larger, better capitalized peers.
The B3 assigned to the proposed credit facilities, the same as APG's
Corporate Family Rating, considers that the credit facilities will
account for almost all of the company's pro forma debt capital structure.
The stable rating outlook considers APG's strong contract retention
rate, the recurring revenue nature of the company's multi-year
contracts with customers, and good liquidity profile. APG
will have full availability under its revolver at closing and no material
long-term debt maturities until the term loan matures seven years
after the acquisition closes.
The stable rating outlook also incorporates Moody's view that APG
may be able to benefit from Apollo's presence in the gaming sector.
Apollo, through other affiliates, owns a substantial ownership
position in Caesars Entertainment Corporation, one of the largest
gaming operators in the US with casino assets located throughout the country.
A higher rating could result if APG expands and diversifies its customer
base and demonstrates that growth initiatives areaccretive to earnings
such that Moody's expects a higher level of operating and financial
stability over the longer-term. Ratings could be lowered
if APG's earnings or liquidity profile materially deteriorate for
any reason.
The principal methodology used in this rating was the Global Business
& Consumer Service Industry Rating Methodology published in October
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.
AP Gaming I, LLC is the legal borrowing entity funding the debt
portion of Apollo's acquisition of American Gaming Systems. American
Gaming Systems is a designer and manufacturer of gaming systems,
with annualized revenue of $62 million over the latest twelve month
period ended September 30, 2013. American Gaming Systems
entered into an agreement to be acquired by an affiliate of Apollo Global
Management on September 16, 2013.
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.
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.
Keith Foley
Senior Vice President
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
Janice Ann Hofferber
Associate Managing Director
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 B3 to AP Gaming's proposed credit facility; B3 CFR, stable outlook