Frankfurt am Main, November 02, 2021 -- Moody's Investors Service ("Moody's") has today
assigned a Ba2 rating to Faurecia's planned €1.0 billion
sustainability-linked senior unsecured notes due 2027.
The instrument rating will be in line with Faurecia's Ba2 corporate
family rating (CFR) and in line with the ratings of its other outstanding
bond ratings given its equal ranking with all other existing senior unsecured
indebtedness of the issuer. The outlook on all ratings is negative.
The proceeds will mainly be used to fund part of the cash portion of the
purchase price for Hella GmbH & Co. KGaA (Hella, Baa1
ratings under review) acquisition.
RATINGS RATIONALE
On August 14, 2021, Faurecia announced that it has reached
an agreement with the Family pool shareholders of Hella to acquire its
60% stake at a price of €60 per share and to launch a public
tender cash offer for the remaining Hella shares at a price of €60
per share paid through a mix of €3.4bn of cash and up to 13.58
million newly issued Faurecia shares. The transaction represents
an estimated total enterprise value of €6.7bn for 100%
of Hella.
The Ba2 ratings continue to reflect (1) the strong strategic rationale
of the transaction with a very good complementarity between Faurecia and
Hella from a product, geographical and customer point of view,
(2) a relatively low integration risk also to a large extent linked to
the limited overlap between the two businesses, (3) the cost control
culture of Faurecia that should enable it to generate some cost synergies
over time. We also note as positive Faurecia's reiterated
commitment to its financial policy of limiting net debt/EBITDA at below
2x and with the ambition to reduce the combined group's leverage
to below 1.5x by 2025.
Against these positives, the Ba2 also includes the material financial
impact of the transaction on Faurecia's balance sheet with an expected
€4.4 billion of debt raised for the financing of the transaction
at a point where global auto markets remain challenging because of the
accelerated shift towards electrification, supply chain disruptions
caused by the semiconductor shortages as well as the general cyclicality
and price sensitivity of the auto supplier industry. These risks
have also led to profit warning during Q3 2021 from both Faurecia and
Hella, albeit the outlook for next year is more favorable.
Moody's positively recognizes an improved business profile of the
combined group versus Faurecia's stand-alone positioning
with a combined product portfolio that is well equipped to address the
future megatrends of the automotive industry which mitigates the temporary
high leverage for the current rating level.
LIQUIDITY
The liquidity position of Faurecia will be solid, supported by a
healthy cash position pro forma of the closing of the transaction,
access to the undrawn revolving credit facilities of both Faurecia and
Hella, a manageable maturity profile and the expectation of positive
free cash flow generation for the combined group.
Most of the structurally senior debt at Hella might have to be repaid
from Hella's high cash position given a change of control clause
in the debt documentation. The acquisition debt will rank pari
passu with Faurecia's unsecured notes.
RATIONALE FOR THE NEGATIVE OUTLOOK
The negative outlook reflects the risk that Faurecia might not be able
to restore a credit profile commensurate with the Ba2 rating within 12
to 18 months from closing of the transaction.
FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATING
Moody's would consider an upgrade to Ba1 should Faurecia sustainably achieve
EBITA margins above 6%, it continues to generate positive
FCF, indicated by FCF/debt in the low to mid-single digits
through the cycle and if the company can manage its leverage ratio to
a level below 3.5x debt/EBITDA on a sustainable basis. An
upgrade would also require Faurecia to maintain a solid liquidity profile.
However, EBITA margin approaching 4% or recurring negative
free cash flow would put downward pressure on the ratings. Moody's
would also consider downgrading Faurecia's ratings if its leverage ratio
remained around or above 4.5x debt/EBITDA. Likewise,
a weakening liquidity profile could result in a downgrade.
PRINCIPAL METHODOLOGY
The principal methodology used in this rating was Automotive Suppliers
published in May 2021 and available at https://www.moodys.com/researchdocumentcontentpage.aspx?docid=PBC_1276105.
Alternatively, please see the Rating Methodologies page on www.moodys.com
for a copy of this methodology.
COMPANY PROFILE
Headquartered in Paris, France, Faurecia is one of the world's
largest automotive suppliers for seats, exhaust systems and interiors,
with 2020 sales of €14.7 billion. Faurecia is listed
on the Paris Stock Exchange, with a free float of 85%.
As of 31 March 2021, the remaining 15% was held by Exor (5.5%),
Peugeot (3.2%), BPI (2.4%), Dongfeng
(2.2%) and other shareholders.
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
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Falk Frey
Senior Vice President
Corporate Finance Group
Moody's Deutschland GmbH
An der Welle 5
Frankfurt am Main 60322
Germany
JOURNALISTS: 44 20 7772 5456
Client Service: 44 20 7772 5454
Anke Rindermann
Associate Managing Director
Corporate Finance Group
JOURNALISTS: 44 20 7772 5456
Client Service: 44 20 7772 5454
Releasing Office:
Moody's Deutschland GmbH
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