(P)B1 rating assigned to proposed secured notes to be issued by New Look Bondco I plc
London, 01 May 2013 -- Moody's Investors Service has today assigned a first-time
B3 corporate family rating (CFR) and B3-PD probability of default
rating (PDR) to New Look Retail Group Limited (New Look), the ultimate
holding company of the New Look group. Concurrently, Moody's
has assigned a provisional (P)B1 rating, with a loss given default
(LGD) assessment of LGD3, 32%, to the proposed GBP800
million worth of senior secured notes due 2018 to be issued by New Look
Bondco I plc. The outlook on the ratings is stable.
The proceeds from the proposed notes will be used to (1) repay all of
New Look's outstanding debt, which includes senior and mezzanine
facilities; (2) repay a cash amount of existing payment-in-kind
(PIK) loans in connection with a PIK exchange offer; and (3) pay
fees and expenses associated with the proposed refinancing transactions.
"The B3 rating we assigned to New Look balances the company's
exposure to fashion risk, the persistently weak environment in its
core European markets and its high leverage with its good brand recognition
in the value fashion category, international diversification and
fast growing e-commerce platform," says Yasmina Serghini-Douvin,
a Moody's Vice President - Senior Analyst and lead analyst
for New Look.
Moody's issues provisional ratings in advance of the final sale
of securities and these reflect Moody's credit opinion regarding
the transaction only. Upon a conclusive review of the final documentation
Moody's will endeavour to assign definitive ratings. A definitive
rating may differ from a provisional rating.
RATINGS RATIONALE
--B3 CFR/B3-PD PDR--
The assigned B3 CFR primarily reflects New Look's exposure to fashion
risk, even though it only has a moderate presence in the high fashion
segment and it uses its flexible supply chain to replicate fashion trends
more quickly, as well as the competitive and persistently weak environment
in the company's core European markets, which pressure its
like-for-like sales growth. Importantly, the
rating is constrained by the company's high leverage --
defined as debt/EBITDA, after Moody's adjustments principally
for capitalised operating leases -- which Moody's
estimates to be in excess of 7.0x at the end of March 2013,
pro forma for the proposed capital structure (including the PIK notes).
New Look's performance has suffered in recent years from subdued
consumer demand and certain issues in connection to inconsistent ranging,
product and quality, in the context of a relocation of its buyers
team from Weymouth to London, which resulted in higher markdowns.
However, the rating factors in that the company has implemented
corrective actions, leading to an increase in its like-for-like
sales (-0.8% in the 52 weeks to 22 December 2012
compared with -5.9% in the financial year ended 24
March 2012) and underlying operating profit margin (6.9%
versus 4.3%).
The new B3 CFR also positively reflects New Look's position as one
of the UK's leading apparel retailers, with the company benefiting
from (1) good brand recognition in the value fashion category; (2)
a degree of international diversification, especially across western
Europe and the Middle East through both wholly owned stores and franchises;
and (3) a fast growing e-commerce platform and improving operational
performance on the back of the successful roll-out of its 'Concept
store' refurbishment programme and the implementation of cost-saving
initiatives.
Moody's considers that following the proposed refinancing transactions,
New Look's liquidity profile will be satisfactory overall.
It will be supported by expected positive free cash flow generation over
the next 12 months and access to a covenanted GBP75 million revolving
credit facility (RCF). This, together with New Look's
cash balances, should be sufficient to cover the company's
seasonal working capital requirements. Furthermore, the new
RCF contains a leverage covenant defined as net indebtedness/company's-adjusted
EBITDA, with the first covenant test set in 30 June 2014,
under which the company is expected to have comfortable headroom.
--(P)B1 RATING ON SENIOR SECURED NOTES--
The (P)B1 (LGD3, 32%) assigned to New Look's senior
secured notes due 2018 reflect their position as secured liabilities ranking
ahead of a sizeable amount of PIK loans and junior only to a moderately
sized super senior RCF. The secured notes are guaranteed by certain
guarantor subsidiaries representing as at and for the 52 weeks to 22 December
2012 82.9%, 97.3% and 75.0%
of the company's consolidated revenue, adjusted EBITDA and
the assets of the restricted group, respectively. These notes
will be secured by fixed and floating charges on a first-ranking
basis over substantially all of the assets of the issuer and guarantor
subsidiaries. However, in an enforcement scenario,
the RCF would have priority rights on the proceeds from the collateral.
Moreover, it will benefit from additional guarantees of certain
French subsidiaries, and will be secured by assets of these entities.
In its assessment, Moody's has assumed that New Look will
successfully execute its PIK exchange transaction, as a result of
which the only PIK loans remaining will be within the restricted group
and will mature after the RCF and secured notes.
RATIONALE FOR THE STABLE OUTLOOK
The stable outlook on the ratings reflects Moody's view that,
as a result of management's focus on controlling costs and reduced
markdowns, New Look's performance should continue to improve
regardless of the still challenging European consumer environment.
To maintain a stable outlook, New Look will need to generate positive
free cash flow and to reduce its debt/EBITDA ratio below 7.0x,
towards 6.5x.
WHAT COULD CHANGE THE RATING UP/DOWN
Moody's could upgrade the rating if New Look restores its margins
with, for instance, a reported EBITDA margin in the mid-teens
in percentage terms, which would support a reduction in adjusted
debt/EBITDA below 6.0x.
Conversely, negative pressure could build if New Look fails to deleverage
such that debt/EBITDA remains above 7.0x and EBITA/interest expense
decreases below 1.0x . Concerns about the company's
ability to generate positive free cash flow, to access its RCF or
to maintain covenant headroom could also result in a downgrade.
PRINCIPAL METHODOLOGY
The principal methodology used in these ratings 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.
Headquartered in Weymouth, UK, New Look Retail Group Limited
is a value fashion retailer selling a range of apparel, accessories
and footwear primarily for women. The company had total revenue
of GBP1.4 billion and operating profit of GBP 49.3 million
in the financial year ended 24 March 2012.
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.
Yasmina Serghini-Douvin
Vice President - Senior Analyst
Corporate Finance Group
Moody's France SAS
96 Boulevard Haussmann
Paris 75008
France
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Eric de Bodard
MD - Corporate Finance
Corporate Finance Group
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Moody's assigns first-time B3 rating to New Look Retail Group Limited; stable outlook