Frankfurt am Main, October 18, 2016 -- Moody's Investors Service has today assigned a definitive B2 corporate
family rating (CFR) and B2-PD probability of default rating (PDR)
to N&W Global Vending S.p.A ("N&W"), the leading
European manufacturer of automatic vending machines, following the
review of final documentation and successful completion of the post-completion
merger. Concurrently, Moody's has assigned a definitive B2
instrument rating to the EUR300 million first lien senior secured notes
raised by N&W Global Vending S.p.A, with upstream
guarantees from certain operating subsidiaries. The outlook on
the ratings is stable.
Concurrently, Moody's has withdrawn the provisional (P)B2
CFR and stable outlook for LSF9 Canto Investments S.p.A.,
which has merged with N&W Global Vending S.p.A as a
part of the post-completion merger, with N&W Global Vending
S.p.A being the surviving entity. Please refer to
the Moody's Investors Service's Policy for Withdrawal of Credit Ratings,
available on its website, www.moodys.com.
"N&W's B2 CFR balances the company's strong operating profile
evidenced by its very high profitability and its ability to generate good
cash flows with high leverage and small operations in a fairly mature
market", says Oliver Giani, the lead analyst on N&W.
RATINGS RATIONALE
The B2 CFR and B2-PD PDR are primarily constrained by N&W's
(1) small size, with revenues of roughly EUR300 million and limited
product diversification; (2) high leverage, with Moody's-adjusted
debt/EBITDA of around 6.0x for the 12 months to June 2016 period,
pro-forma for the transaction, which positions N&W weakly
in the B2 rating category and includes the expectation of gradual improvements
in the next 12-18 months; (3) some concentration risk in terms
of geographies, with the majority of revenues being generated in
Western Europe, and customers, with the top three customers
representing almost one third of revenues; and (4) limited revenue
visibility, with a backlog of around one month of sales.
The vending machines market is largely mature with limited growth potential,
but following a period of operators' underinvestment, the park's
average age is reaching the end of its useful life as per the company's
expectation. This development could boost investments into the
park and, with its strong and comprehensive offering, N&W
would benefit from it. However, the timing of that development
is uncertain. If there is no meaningful improvement in investments
in the next 12-18 months, there is a risk that N&W's
leverage on a gross debt basis will remain high, given the limited
scope of further major profitability improvements from an already very
high level. A further factor is that some players in the industry
are going through financial difficulties, which could significantly
limit their willingness and ability to invest into the machine park.
However, even in such a scenario, we expect N&W to generate
meaningful positive free cash flow, in line with its historical
track record, which supports the company's positioning at B2 level.
The B2 ratings are further supported by the company's (1) clear market
leadership in its key European markets; (2) very high profitability,
with a Moody's-adjusted EBITA margin at approximately 19%
in 2015, enabled by the breadth of the company's portfolio,
constant innovation, profitable accessories and spare parts business,
and strong ties to the key customers in the industry; and (3) asset-light
business model, with fairly low tangible capex requirements and
a variable cost structure that helps to maintain stability of margins
and support free cash flow generation.
RATIONALE FOR INSTRUMENT RATING
The EUR300 million first lien senior secured notes issued by N&W Global
Vending S.p.A are rated B2, in line with the CFR,
despite the fact that they rank ahead of EUR100 million second lien senior
secured notes (unrated) that could provide some rating uplift from the
level of CFR. However, given the weak positioning of N&W
at B2, we decided not to notch up the EUR300 million above the level
of the CFR.
RATIONALE FOR STABLE OUTLOOK
The stable outlook reflects Moody's expectations that in the next 12-18
months N&W will manage to maintain a Moody's-adjusted EBITA
margin at around 20% and debt/EBITDA at around or below 6.0x,
while generating positive free cash flow.
WHAT COULD CHANGE THE RATINGS UP/DOWN
Moody's could upgrade N&W's ratings, if N&W shows the ability
to sustain its strong profitability with Moody's adjusted EBITA margin
at around 20% and healthy free cash flow generation, while
improving Moody's adjusted gross debt/EBITDA sustainably below 5.0x
(around 6.0x for the 12 months to June 2016 period, pro forma).
Moody's could downgrade N&W's ratings, if the company's (1)
gross debt/EBITDA, as adjusted by Moody's, sustainably remains
above 6.0x; (2) EBITA margin, as adjusted by Moody's,
deteriorates well below 20%; (3) free cash flow, as
adjusted by Moody's, deteriorates significantly towards breakeven;
or (4) liquidity position tightens. In addition, any signs
of deteriorating market conditions on a sustained basis could put pressure
on the ratings.
The principal methodology used in these ratings was Global Manufacturing
Companies published in July 2014. Please see the Rating Methodologies
page on www.moodys.com for a copy of this methodology.
Headquartered in Bergamo, Italy, N&W is the leading European
manufacturer of automatic vending machines for hot and cold drinks and
other food and beverage produces. It also produces coffee machines
designed for use in hotels, restaurants, cafeterias and offices.
The company operates under the two main brands: Necta (focused on
Western and Southern Europe, US and Emerging markets) and Wittenborg
(focused on Northern and Central Europe markets). In 2015,
N&W reported revenue of around EUR300 million, employing more
than 1,400 workforce. N&W was acquired by funds controlled
by private equity firm Lone Star (unrated) for a total consideration of
roughly EUR670 million in March 2016.
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.
Oliver Giani
Vice President - Senior Analyst
Corporate Finance Group
Moody's Deutschland GmbH
An der Welle 5
Frankfurt am Main 60322
Germany
JOURNALISTS: 44 20 7772 5456
SUBSCRIBERS: 44 20 7772 5454
Anke Rindermann
Associate Managing Director
Corporate Finance Group
JOURNALISTS: 44 20 7772 5456
SUBSCRIBERS: 44 20 7772 5454
Releasing Office:
Moody's Deutschland GmbH
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Germany
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