Approximately GBP220 million of rated debt affected
London, 22 July 2013 -- Moody's Investors Service has today assigned a definitive B2 instrument
rating with a loss given default of LGD4 (54%) to the GBP220 million
of senior secured notes due 2018 issued by BrightHouse Group plc (UK)
("BrightHouse") following the successful execution of the
group's refinancing and review of the final credit documentation.
BrightHouse's B2 corporate family rating (CFR), B2-PD
probability of default rating (PDR) and the stable outlook on all ratings
remain unchanged.
RATINGS RATIONALE
The definitive B2 senior secured instrument rating is in line with the
provisional (P)B2 rating assigned on 30 April 2013. The rating
is at the same level as the CFR, reflecting the limited amount of
debt ranking ahead of the notes in the capital structure. The guarantors
for the notes and the RCF are the same. However, based on
the terms of an inter-creditor agreement, while the liens
securing the notes will rank equally with the liens that secure the RCF,
in the event of enforcement of the collateral, holders of the notes
will receive proceeds only after the lenders under the RCF have been repaid
in full.
BrightHouse's B2 CFR balances our assessment of the company's
scale and fairly high leverage, as well as the potential regulatory
and credit risks in the industry, with the company's solid
track record of growth and deleveraging in recent years, with reported
EBITDA rising to GBP49.4 million in FY2013 from GBP29.4
million in FY2009.
In Moody's view, the key constraints to BrightHouse's
B2 rating include its small scale and high leverage of approximately 5.8x
on a pro forma basis for the transaction and based on FYE2013 earnings,
as well as the risks related to potential regulatory changes, to
which the broader industry is also exposed. The Office of Fair
Trading currently regulates the consumer credit market, and while
recent reviews have not had any apparent impact on BrightHouse's
earnings, any significant reform to the provision of credit,
or to the terms that apply, could impact future growth. Moody's
also notes the credit risk associated with the loan book's quality
given the long-term nature of contracts and the company's
reliance on these contracts for future revenues. In BrightHouse's
case, approximately 64% of its FY2013 hire-purchase
revenues had been pre-sold as of the beginning of the year.
While this should in principle result in stable earnings, it relies
on careful control of the credit quality of the loan portfolio.
The company reported a bad debt charge of approximately 8% of revenues
over the past two years.
The B2 rating also reflects the company's strong track record of
growth and deleveraging in recent years, reflecting both its organic
growth as well as new store openings. BrightHouse reported 8.3%
like-for-like revenue growth in FY2013 (to March),
and 7.4% in FY 2012, which is strong compared with
rated retail peers, especially in non-food. The company
operates 284 stores across the UK, compared with 147 in 2007,
with 27 new stores having opened in FY2013 alone. BrightHouse's
client base consists largely of low-income earners (approximately
60% are below the UK median income), many of whom are recipients
of state benefits. Moody's believes that BrightHouse's
fairly unique product offering, notably product rentals over three
years with the right to purchase at the end of the contract, differentiates
it from most mainstream retailers, while it supplements this offering
with optional service and damage liability cover. Moody's
nevertheless assesses BrightHouse in the context of the broader retail
market, which can represent viable competition insofar as customers
can obtain credit financing from other sources, or indeed opt to
purchase with no credit.
Moody's deems the company's liquidity to be adequate.
As at 31 March 2013, the company retained approximately GBP11 million
in cash, of which GBP1.7 million was classified as restricted
due to solvency requirements reflecting the insurance business and cash
held in segregated accounts as a result of voluntary prepayments by customers.
The liquidity assessment further assumes that the company will retain
access to a Revolving Credit Facility (RCF) of GBP25 million, which
was undrawn at closing. The RCF retains financial covenants for
net debt-to-EBITDA, falling from 6.8x as of
June 2013 to 4.1x as of March 2016. As the notes (and the
longer-dated shareholder loans) represent the company's only
debt liabilities, the company did not report any short-term
debt following the transaction. The rating agency also expects
that the company will retain strong covenant headroom under the RCF at
all times. Given the seasonality in cash flows --
with the third quarter seeing a working capital outflow due to higher
demand -- Moody's expects that the peak drawing on
the RCF will be in that quarter. On this basis, if the RCF
were to become inaccessible, Moody's would view the company's
liquidity as weak, or potentially inadequate, and this could
have rating implications.
The GBP220 million in senior secured notes due 2018 were used to repay
existing debt of approximately GBP75 million, certain transaction
costs and the repayment of GBP128.8 million of the existing shareholder
loan of GBP153.9 million, of which GBP25.1 million
remains outstanding. On this basis, following this transaction
and based on FYE2013 results, the company's pro forma gross
adjusted leverage is estimated at approximately 5.8x. Moody's
has not added back the depreciation of rental assets in calculating EBITDA,
in line with management's calculation of EBITDA.
OUTLOOK
Following the transaction, the company is weakly positioned within
the rating category, but Moody's believes that the company's
track record of deleveraging will enable it to become more strongly-positioned
in the rating category over time. For the rating to be more firmly
positioned, gross adjusted leverage would need to trend towards
5x. The B2 CFR reflects Moody's view that based on past performance,
this could be achieved in the next 12-18 months.
WHAT COULD CHANGE THE RATING UP/DOWN
In light of the current rating positioning, upward pressure is unlikely
in the current year. However, the rating could be positively
impacted if leverage were to fall comfortably below 4.5x with strong
liquidity. Conversely, there could be downward pressure if
leverage were to rise above 6x on a continued basis, or if liquidity
conditions deteriorated. On this basis, there remains limited
flexibility within the current rating category.
PRINCIPAL METHODOLOGY
The principal methodology used in this rating was the Global Retail Industry
published in June 2011. 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.
BrightHouse Group plc, based in Watford, is a leader in the
UK in the rent-to-own market for new and refurbished household
products. In FY2013 (to March), the company reported revenues
and an operating profit of GBP297 million and GBP35.5 million,
respectively.
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.
Richard Morawetz
VP - Senior Credit Officer
Corporate Finance Group
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
Paloma San Valentin
MD - Corporate Finance
Corporate Finance Group
JOURNALISTS: 44 20 7772 5456
SUBSCRIBERS: 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
SUBSCRIBERS: 44 20 7772 5454
Moody's assigns definitive B2 ratings to BrightHouse Group plc's senior secured notes