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Rating Action:

Moody's assigns first-time B2 ratings to Comexposium; stable outlook

22 Jan 2018

London, 22 January 2018 -- Moody's Investors Service, ("Moody's") has today assigned a first-time B2 corporate family rating (CFR) and B2-PD probability of default rating (PDR) to Comete Holding ("the company"), the 100% ultimate owner of Comexposium Holding ("Comexposium"), a France-based trade fair and exhibitions organizer. Concurrently, Moody's has assigned a B2 ratings to the company's new EUR355 million Term Loan B and EUR90 million revolving credit facility (RCF) to be raised at Comete Holding.

Proceeds of the new Term Loan B will be used to repay existing debt of EUR294 million under the existing Term Loan B as well as EUR54.7 million drawn under the company's acquisition facility, with the bulk of the remainder used to fund transaction fees. The transaction will be leverage neutral at closing although Moody's expects the company to draw on the new multipurpose RCF in the future.

"The B2 rating reflects Comexposium's good track record in growing both revenue and EBITDA in recent years through successful geo-cloning and well integrated acquisitions." says Christian Azzi, Assistant Vice President at Moody's and lead analyst on Comexposium."While the high concentration of events in France is a credit negative, the current refinancing will provide the company with funds to pursue its strategy of growing international operations further".

A full list of affected ratings can be found at the end of this Press Release.


Comexposium's B2 CFR reflects (1) its high leverage, which Moody's expects around 5.6x at year end 2017 (annualized for biennial events) pro-forma for the proposed refinancing; (2) the inherent cyclicality in some of the company's targeted verticals, in particular the leisure and fashion sectors; (3) the lower EBITDA margins of the company compared to other events and exhibitions organisers; (4) its small scale relative other peers in the business services industry and the concentration of revenue around its top ten events (40% in 2017); and (5) Moody's expectation that the company will continue to pursue an active M&A strategy which will hinder any meaningful deleveraging prospects in the coming two years.

The B2 CFR also reflects (1) the company's strong position in France, evidenced by a long and successful track-record, and the must-attend nature of its top ten events; (2) its revenue and EBITDA growth potential given the highly fragmented nature of the exhibitions industry and Moody's understanding that acquisitions will be structured with minimal earn-outs going forward; (3) its good cash-flow generation supported by advance payments from event exhibitors and low capital expenditure requirements; and (4) the company's adequate liquidity profile.

Comexposium is a leading organiser of trade fairs & trade shows, with #2 market position in France and #4 market position globally in terms of revenue.

Since 2015, when private equity sponsor acquired a 50.1% stake in the company, the company has demonstrated strong growth, in particular through bolt-on acquisitions of smaller events and the replication of existing formats internationally known as "geo-adaptation". Since then, Comexposium has completed 12 acquisitions and geo-adapted 7 of its events internationally leading the company to expect annualized revenue of EUR335 million and annualized EBITDA of EUR72 million in 2017 (pro-forma for the 2017 acquisitions and annualized for biennial and triennial shows), up from revenue of EUR258 million and EBITDA of EUR56 million in 2015.

The company has been focused on diversifying its revenue to be less reliant on the French exhibition market. As of today around 72% of revenues are generated by events held in France (vs. 86% in 2015) and a large part of these are generated from international exhibitors.

Comexposium enjoys good cash-flow generation, as is typical for leading exhibition organisers as bookings are typically received and paid for 6 to 18 months in advance of the events taking place. This provides the company with some visibility over future earnings, albeit only on a recurring short-term. Moody's expects the company to generate positive free cash flow of around EUR35 million on average per year over the next two years as advance payments lead to negative working capital and, as is customary for exhibition organisers, Comexposium's capital expenditure requirements are low at around 1% of revenue.

Despite its recent growth (from 100 events in 2015 to 177 in 2017), Comexposium's revenues and EBITDA remain concentrated on the company's top ten events which, in 2017, are expected to generate 40% of the annualized revenue. However, key-event risk is mitigated by the very strong brand names and long standing tenure of these events.

Comexposium expects to continue to drive growth through expanding its portfolio of existing events, exhibitions and congresses internationally by "geo-adapting" these in local markets where it believes demand for similar events exists. Those events capitalise on the success and brand of the original one but remain only marginally profitable in their first years.

In addition to "geo-adapting", Moody's expects the company to pursue further bolt-on acquisitions and the current rating assumes that the company will make use of its new EUR90 million RCF to at least part-finance these.

Comexposium has an adequate liquidity profile, supported by a fully undrawn EUR90 million revolving credit facility (RCF) and a EUR62 million cash balance. The current refinancing will also extend maturities further with the new Term Loan B expected to mature in 2026 and there is no mandatory scheduled amortization.

The B2 ratings on the Term Loan B and the RCF, in line with the CFR, reflect the pari passu nature of the Term Loan and the RCF and the fact these effectively constitute the majority of the company's liabilities. The B2-PD PDR, in line with the CFR, reflects Moody's assumption of a 50% recovery rate as is customary for all-bank-debt capital structures with only one maintenance covenant set at ample headroom. In the case of the new facilities, Comexposium will have to comply with a net debt covenant starting at 7.5x.


The stable outlook reflects the company's high quality portfolio of "must-attend" events, high proportion of recurring revenues as well as our expectations that Comexposium will continue to maintain a prudent financial policy with regards to acquisitions and shareholder remuneration, and to maintain an adequate liquidity profile.


Positive ratings pressure could develop should Comexposium's leverage (Moody's adjusted gross debt / average EBITDA) sustainably decrease to below 4.75x. An upgrade would also require the company to successfully achieve organic mid-single digit revenue growth on an annualized basis.

Negative ratings pressure could develop should Comexposium's leverage (Moody's adjusted gross debt / average EBITDA) increase towards 6.0x as a result of softening in demand for the company's events or debt funded acquisitions. Downward pressure would also ensue should the company's liquidity profile deteriorate including a reduction in covenant headroom.


Issuer: Comete Holding


....LT Corporate Family Rating, Assigned B2

....Probability of Default Rating, Assigned B2-PD

....BACKED Senior Secured Bank Credit Facility, Assigned B2 (LGD4)

Outlook Action:

....Outlook, Assigned Stable


The principal methodology used in these ratings was Business and Consumer Service Industry published in October 2016. Please see the Rating Methodologies page on for a copy of this methodology.

Headquartered in Paris, France, Comexposium is the number four commercial exhibitions organizer by size globally. Comexposium organizes 177 events and exhibitions (annual, biennial and triennial) with a focus on the food and agriculture, leisure, cyber security and digital verticals among others.

The company was formed in 2008 through a 50/50 joint venture that saw Chambre de Commerce et d'Industrie de region Paris Ile-de-France ("CCIR") merge its Comexpo business with and Unibail-Rodamco's Exposium's exhibitions subsidiary. In July 2015, Charterhouse acquired a majority (50.1%) stake in Comexposium with CCIR rolling-over its 49.9% stake.

In 2016, the company generated revenues and EBITDA of EUR227 million and EUR57 million respectively.


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

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 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 for additional regulatory disclosures for each credit rating.

Christian Azzi
Asst Vice President - 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

Ivan Palacios
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

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