London, 05 February 2018 -- Moody's Investors Service, ("Moody's") has
today assigned a Ba1 rating with a loss given default assessment of LGD3
to the proposed ruble-denominated senior unsecured loan participation
notes (LPNs or the notes) to be issued by RusHydro Capital Markets DAC
(the Issuer). The Issuer will in turn on-lend the proceeds
to RusHydro, PJSC (RusHydro, Ba1 positive).
The outlook on the rating is positive.
RATINGS RATIONALE
The notes will be issued by RusHydro Capital Markets DAC, an orphan
vehicle, created for the sole purpose of financing a loan to RusHydro
under the terms of an underlying loan agreement (the Loan Agreement) between
the Issuer and RusHydro. RusHydro will use the proceeds of the
loan for general corporate purposes. Noteholders will only have
limited recourse to the Issuer and will rely solely on RusHydro's credit
quality to service and repay the debt.
The Ba1 rating assigned to the notes is in line with RusHydro's corporate
family rating (CFR) and reflects Moody's view that RusHydro's obligations
under the Loan Agreement, which will mirror the Issuer's obligations
under the proposed notes, will rank pari passu with other outstanding
unsecured debts of RusHydro.
The noteholders will have the benefit of a negative pledge and certain
covenants granted by RusHydro in the underlying Loan Agreement,
including restrictions on mergers, disposals and new debt incurrence
if leverage ratio calculated as consolidated net indebtedness to 12-months
consolidated EBITDA exceeds 3.5x. The cross-default
clause embedded in the bond documentation will cover, inter alia,
a failure by RusHydro or any of its material subsidiaries to pay any of
its financial indebtedness in the amount exceeding $50 million.
RusHydro's Ba1 CFR positively reflects (1) the company's strategic role
in the Russian electricity market as one of the largest power producers
with installed capacity of 38.9 GW or around 16% of total
generation capacity in the country; (2) the low cost hydropower generation
fleet, which contributed around 80% of EBITDA in 2016;
and (3) the moderately leveraged financial profile of the group,
with Moody's-adjusted debt/EBITDA of around 2.6x as of September
2017, and the expectation that the company's financial metrics will
remain broadly at current levels over the coming years.
However, RusHydro's rating is constrained by the still evolving
operating environment, which is characterised by (1) limited potential
for growth in electricity consumption, given Russia's weakened
economic environment; (2) electricity oversupply due to market overcapacity,
which results in downward pressure on power prices; and (3) a developing
regulatory framework with some risk of political interference.
In addition, the rating reflects Moody's expectation that RusHydro
will continue to exhibit negative free cash flow in the next 12-18
months due to investment requirements and higher dividend payout.
RATING OUTLOOK
The outlook on RusHydro's ratings is positive in line with the outlook
on the sovereign bond rating of its support provider, the government
of Russia (Ba1 positive), and indicates that an upgrade of the sovereign
rating is likely to lead to an upgrade of RusHydro's ratings,
subject to other upgrade triggers below.
WHAT COULD CHANGE THE RATING UP/DOWN
RusHydro's ratings could be upgraded subject to an upgrade of Russia's
sovereign rating, and provided that (1) the company's operating
and financial performance and liquidity remain robust; (2) macroeconomic
environment and regulatory framework are supportive and provide sufficient
predictability over the company's cash flow generation capacity for the
medium to long term; and (3) there are no adverse changes in the
probability of the Russian government providing extraordinary support
to the company in the event of financial distress.
Upward pressure on the BCA could result from a material improvement in
the company's financial profile such that Moody's-adjusted debt/EBITDA
ratio is positioned at 2x or below on a sustainable basis.
Conversely, downward pressure on RusHydro's ratings could arise
from a downgrade of the sovereign rating or a downward assessment of the
probability of government support for RusHydro in the event of financial
distress. Downward pressure could also arise if we were to lower
RusHydro's BCA on the back of (1) a negative shift in the evolving regulatory
framework; or (2) weakening financial profile, resulting in
a Moody's-adjusted debt/EBITDA ratio increasing to 3.0x
or above on a sustained basis. In addition, inability to
maintain adequate liquidity could also pressure the company's BCA and
the final rating.
The methodologies used in these ratings were Unregulated Utilities and
Unregulated Power Companies published in May 2017, and Government-Related
Issuers published in August 2017. Please see the Rating Methodologies
page on www.moodys.com for a copy of these methodologies.
CORPORATE PROFILE
Headquartered in Moscow, RusHydro, PJSC is one of the world's
largest hydropower companies, accounting for more than half of hydropower
output in Russia. The company is also the owner of RAO Energy System
of East, the monopoly integrated electric utility in the Far East
region. In the last twelve months ended 30 September 2017,
RusHydro generated RUB354.0 billion (approximately $6.1
billion) of revenue and Moody's-adjusted RUB98.0 billion
($1.7 billion) of EBITDA.
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.
Julia Pribytkova
Vice President - Senior Analyst
Corporate Finance Group
Moody's Investors Service Limited, Russian Branch
7th floor, Four Winds Plaza
21 1st Tverskaya-Yamskaya St.
Moscow 125047
Russia
JOURNALISTS: 44 20 7772 5456
Client Service: 44 20 7772 5454
Victoria Maisuradze
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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