London, 17 January 2013 -- Moody's Investors Service has today assigned a provisional (P)Ba1 rating
with a loss given default (LGD) assessment of LGD4/50% to the proposed
$1 billion five-year debut notes to be issued by SIBUR Securities
Limited, a wholly owned subsidiary of OJSC SIBUR Holding (SIBUR,
the Company) incorporated in Ireland. The (P)Ba1 rating of the
notes is based on an irrevocable and unconditional guarantee from OJSC
SIBUR Holding and is in line with the Company's corporate family
rating (CFR) of Ba1. The outlook is stable.
Moody's issues provisional ratings in advance of the final sale of securities,
and these ratings represent only the rating agency's preliminary opinion.
Upon a conclusive review of the transaction and associated documentation,
Moody's will assign definitive ratings to the bonds. A final rating
may differ from a provisional rating.
RATINGS RATIONALE
With OJSC SIBUR Holding guaranteeing the issue, the noteholders
rely solely on SIBUR's credit quality to service and repay the debt.
The notes will be general unsecured and unsubordinated obligations of
SIBUR ranking pari passu with all its other unsecured and unsubordinated
indebtedness. The investors will benefit from certain covenants
including limitation on indebtedness, a negative pledge and restrictions
on mergers and disposals.
Moody's has rated the notes at the same level as SIBUR's CFR
to account for the fact that SIBUR predominantly uses unsecured types
of financing for its operating activities and capital investment purposes.
The Tobolsk-Polymer project finance loan with the state owned Vnesheconombank
(around $0.65 billion outstanding as of 30 September 2012)
remains the only secured loan in the Company's capital structure.
However, we treat this loan pari passu with other unsecured creditors
due to the nature/terms of the loan and its security, with no recourse
to SIBUR's assets (other than Tobolsk-Polymer plant) and
limited recourse to its cash flows, particularly after the completion
of the plant (scheduled for 2013) when SIBUR's guarantee for principal
payments expires.
SIBUR will use the notes' proceeds for general corporate purposes
and the refinancing of its existing short-term debt. Therefore,
Moody's does not anticipate that the issuance will have a material
negative impact on SIBUR's leverage profile. At the same
time, Moody's believes that the issuance will support the
Company's liquidity position, taking into account the substantial
debt repayments the Company faces in the next 12 months. It will
also positively contribute to the Company's debt-portfolio
profile leading to its greater diversification and increasing the average
maturity.
SIBUR's Ba1 corporate family rating (CFR) remains constrained by (1) SIBUR's
exposure to the risks inherent in the petrochemical industry, i.e.,
price volatility and cyclicality of demand; (2) the Company's moderate
size relative to its global peers; (3) the Company's limited track
record of operations after the change of ownership that took place at
the end of 2011; and (4) the geographical concentration of the Company's
operations in the Russian Federation, where the political,
business, legal and regulatory risks exceed the global average.
However, more positively, the rating also reflects (1) the
Company's position as the largest petrochemical company in Russia by volume
of sales and market share; (2) its high profitability through the
cycle (with a five-year average adjusted EBITDA margin of more
than 30%), which is above that of many of its European peers;
(3) the Company's historically conservative financial profile (with a
five-year average adjusted debt/EBITDA ratio of 1.4x) and
adjusted retained cash flow (RCF)/debt of above 50%), which
is expected to remain strong despite the challenging global economic conditions
and large capex programme planned for 2012-13; (4) SIBUR's
adequate liquidity position, which, coupled with high profitability,
provides the Company with a degree of resilience to down cycles;
(5) the fact that the change in the Company's ownership did not lead to
a deterioration in its financial profile, despite an increase in
debt; and (6) the new shareholders' endorsement of, and support
for, the Company's strategy and conservative financial policies
going forward.
RATIONALE FOR THE STABLE OUTLOOK
The stable outlook reflects Moody's expectation that SIBUR will
continue to adhere to its strategy of organic growth while maintaining
solid financial metrics in line with its stated financial policy,
and a strong liquidity position. The outlook also assumes that
SIBUR will continue to implement its investment projects as scheduled
and on budget. Moody's assumption does not take into account
the potential expansion of SIBUR's polymer capacities in Tobolsk beyond
the Tobolsk-Polymer plant, as SIBUR has not yet made a decision
in this regard.
WHAT COULD MOVE THE RATING UP/DOWN
Upwards rating pressure could develop if SIBUR were to build a track record
of operating under the new shareholding structure while adhering to its
stated financial policies, capital structure and capital usage.
A rating upgrade would also require the Company to undertake further operational
improvements and capacity expansion, resulting in enhanced scale
and product diversification and/or a portfolio mix that is weighted towards
higher value-added output. In addition, an upgrade
would require that SIBUR generates positive free cash flow on a sustainable
basis.
Downwards pressure on the ratings would likely develop if weaker than-anticipated
conditions in SIBUR's key markets were to result in (1) its leverage (measured
of adjusted debt/EBITDA) increasing to and remaining above 2.0x;
(2) its adjusted EBITDA margins declining to and remaining below the mid-20s
in percentage terms; and (3) deteriorating cash flow generation,
with RCF/net debt falling below 20%. Moody's says
that downwards pressure on the ratings would also likely develop if material
debt-financed expansion projects and/or acquisitions --
or debt-financed dividend payouts to shareholders or other shareholder
initiatives -- were to lead to the company materially deviating
from its stated financial policies or financial thresholds.
PRINCIPAL METHODOLOGY
The principal methodology used in rating SIBUR was the "Global Chemical
Industry" rating methodology, published December 2009.
Other methodologies used include "Loss Given Default for Speculative
Grade Issuers in the US, Canada, and EMEA", published
June 2009. Please see the Credit Policy page on www.moodys.com
for a copy of these methodologies.
OJSC Sibur Holding ("SIBUR") is a gas processing and petrochemicals company
with operations in two core segments: (1) feedstock and energy which
comprises processing of associated petroleum gas (APG) and natural gas
liquids (NGLs) as well as marketing and sales of energy products,
such as natural gas, liquefied petroleum gases (LPG), naphtha,
raw NGL, methyl tertiary butyl ether (MTBE) and other fuels and
fuel additives; and (2) petrochemicals including production of basic
polymers, synthetic rubbers, plastics and products of organic
synthesis, as well as intermediates and other chemicals.
The Company is ultimately controlled by Leonid Mikhelson and Gennady Timchenko
who own 94.5% of the company. The remaining 5.5%
is held by the Company's current and former management.
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.
Sergei Grishunin
Asst Vice President - Analyst
Corporate Finance Group
Moody's Investors Service Limited, Russian Branch
7th floor, Four Winds Plaza
21 1st Tverskaya-Yamskaya St.
Moscow 125047
Russia
Telephone: +7 495 228 6060
Facsimile: +7 495 228 6091
David G. Staples
MD - Corporate Finance
Corporate Finance Group
Telephone: 00971 4237 9536
Releasing Office:
Moody's Investors Service Ltd.
One Canada Square
Canary Wharf
London E14 5FA
United Kingdom
JOURNALISTS: 44 20 7772 5456
SUBSCRIBERS: 44 20 7772 5454
Moody's assigns (P)Ba1 rating to SIBUR's debut Eurobond issuance; outlook stable