London, 08 July 2021 -- Moody's Investors Service ("Moody's") has today
assigned a Ba2 rating to Entain plc's ("Entain" or the company) new GBP590
million senior secured revolving credit facility (RCF) due 2026 (this
amends and extends the existing GBP535 million RCF due 2023), and
Ba2 ratings on the proposed refinanced USD786 million senior secured Term
Loan B4 (TLB) due 2027 and EUR300 million senior secured Term Loan due
2028 add-on facility to be issued by Entain Holdings (Gibraltar)
Limited. There are no changes to Entain's existing ratings,
including the Ba2 corporate family rating ("CFR"), Ba2-PD
probability of default rating and existing Ba2 ratings on the remaining
senior secured bank credit facilities. The outlook on all ratings
is stable.
The EUR300 million add-on facility will be used to pay deferred
considerations and acquisition costs of around GBP150 million and support
balance sheet liquidity.
RATINGS RATIONALE
Entain's refinancing transaction is credit positive - despite
a marginal increase in Moody's adjusted leverage expectations to
around 3.2x from 3.0x for 2021 - because it increases
liquidity with a larger RCF, extends the company's debt maturities,
and reduces the LIBOR floor on the USD TLB.
Entain's Ba2 rating reflects (1) the maturity of the LBO retail segment
with its fixed cost structure, although under normal operating conditions
this segment provides stable cash flow; (2) the highly competitive
nature of the online betting and gaming industry, particularly in
the established UK market, and in the nascent US market; (3)
the negative free cash flow (FCF) expected in 2021 driven by increased
investment in its JV, BetMGM, however FCF is expected to turn
positive in 2022; (4) its presence in the volatile sports betting
segment which will see margin contraction in 2021/22, and;
(5) the ongoing threat of greater regulation and gaming tax increases,
particularly in the UK and Germany.
The rating is supported by (1) the size of the group; with revenue
of GBP3.6 billion in 2020, Entain is one of the world largest
gaming operators with leading positions in the UK, Germany,
Italy, Georgia, Australia Brazil and USA via its JV,
BetMGM; (2) its geographic diversity with customers in over 35 countries,
although the UK remains the largest market accounting for approximately
47% of revenue; with low exposure to unregulated jurisdictions
of only around 1% and aiming for zero by 2023; (3) its online
focus and success in increasing market share organically, with positive
industry trends underpinning the online betting and gaming sector both
in Europe and globally; (4) the competitive advantage from Entain's
proprietary technology platform and customer relationship management system
(CRM) providing the group with the ability to adjust odds and adapt to
customers' preferences and games in a timely manner, and; (5)
the company's pro-active approach to gambling safety, acting
as a market leader in promoting the sustainability of gaming.
LIQUIDITY
Moody's considers Entain's liquidity position to be good for its near-term
needs, supported by (1) substantial cash on balance sheet;
(2) the undrawn new GBP590 million RCF, and; (3) no material
debt maturity until 2023.
The RCF has one springing covenant if drawn at 40% or more,
set with adequate headroom. The covenant is tested on a quarterly
basis and the term loans benefits from cross-acceleration with
respect to the RCF.
STRUCTURAL CONSIDERATIONS
Using Moody's Loss Given Default for Speculative-Grade Companies
methodology, the Ba2-PD Probability of Default Rating (PDR)
is in line with the CFR. This is based on a 50% recovery
rate, as is typical for transactions including bonds and bank debt.
The loans rank pari passu because they share the same security,
consisting mainly of share pledges, and upstream guarantees.
The loans also benefit from the guarantees of material subsidiaries representing
at least 75% of the consolidated EBITDA. The senior secured
Ladbroke bonds rank pari passu with the loans.
RATIONALE FOR THE STABLE OUTLOOK
The stable outlook assumes that Entain could experience further challenges
in the retail estate from coronavirus restrictions in the UK and Europe,
but that the company would be able to offset these adversities as demonstrated
in 2020.
FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS
Upward pressure on the ratings could arise over time if (1) there is no
expected material adverse regulatory or tax event in its core markets;
(2) company's debt/EBITDA (as adjusted by Moody's) falls sustainably below
4.0x; (3) the company's retained cash flow (RCF)/debt (as
adjusted by Moody's) remains sustainably above 10%, and;
(4) Moody's adjusted free cash flow is positive. For an upgrade,
Moody's also expects the group to maintain a conservative financial policy
and good liquidity.
Downward pressure on the ratings could occur if the company's debt/EBITDA
(as adjusted by Moody's) is maintained sustainably above 4.5x,
or if free cash flow remains negative for the next 18 months, or
if there any material weakening of the company's liquidity. A downgrade
could also occur as a result of materially adverse regulatory actions.
PRINCIPAL METHODOLOGY
The principal methodology used in these ratings was Gaming published in
June 2021 and available at https://www.moodys.com/researchdocumentcontentpage.aspx?docid=PBC_1276316.
Alternatively, please see the Rating Methodologies page on www.moodys.com
for a copy of this methodology.
Entain is one of the largest listed global gaming operators with revenues
of GBP3.6 billion and EBITDA of GBP843 million for 2020.
REGULATORY DISCLOSURES
For further specification of Moody's key rating assumptions and
sensitivity analysis, see the sections Methodology Assumptions and
Sensitivity to Assumptions in the disclosure form. Moody's
Rating Symbols and Definitions can be found at: https://www.moodys.com/researchdocumentcontentpage.aspx?docid=PBC_79004.
For ratings issued on a program, series, category/class of
debt or security this announcement provides certain regulatory disclosures
in relation to each rating of a subsequently issued bond or note of the
same series, category/class of debt, security 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.
The ratings have been disclosed to the rated entity or its designated
agent(s) and issued with no amendment resulting from that disclosure.
These ratings are solicited. Please refer to Moody's Policy
for Designating and Assigning Unsolicited Credit Ratings available on
its website www.moodys.com.
Regulatory disclosures contained in this press release apply to the credit
rating and, if applicable, the related rating outlook or rating
review.
Moody's general principles for assessing environmental, social
and governance (ESG) risks in our credit analysis can be found at http://www.moodys.com/researchdocumentcontentpage.aspx?docid=PBC_1288435.
The Global Scale Credit Rating on this Credit Rating Announcement was
issued by one of Moody's affiliates outside the EU and is endorsed
by Moody's Deutschland GmbH, An der Welle 5, Frankfurt
am Main 60322, Germany, in accordance with Art.4 paragraph
3 of the Regulation (EC) No 1060/2009 on Credit Rating Agencies.
Further information on the EU endorsement status and on the Moody's
office that issued the credit rating is available on www.moodys.com.
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.
Kristin Yeatman
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
Mario Santangelo
Associate Managing Director
Corporate Finance Group
JOURNALISTS: 44 20 7772 5456
Client Service: 44 20 7772 5454
Releasing Office:
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