Assigns (P)B1 rating to first lien secured term loan, (P)Caa1 rating to second lien term loan
London, 29 July 2013 -- Moody's Investors Service has today assigned a (P)B2 corporate family
rating to Photonis Technologies SAS ("Photonis"), a
manufacturer of electro-optic components used in military night
vision and industry & science applications. Concurrently,
Moody's has also assigned a provisional (P)B1 instrument rating
to Photonis's €200 million ($260 million equivalent)
first lien secured term loan due in 2019 and EUR30 million equivalent
revolving credit facility due in 2018, as well as a provisional
(P)Caa1 instrument rating to the company's €50 million ($65
million equivalent) second lien term loan due in 2020. All facilities
will be borrowed by Photonis Technologies SAS and its subsidiaries.
The outlook on all ratings is stable. This is the first time Moody's
has assigned ratings to Photonis.
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
The assigned (P)B2 CFR reflects in the first instance Photonis's
very focused product offering and end markets, comprising electro-optic
components that are primarily used for night vision equipment in military
applications and, to a lesser extent, for industrial or scientific
purposes. The modest scale of the business in terms of revenues
is reflective of this focused product offering and end market.
The rating also incorporates (1) the company's high leverage following
its refinancing; (2) a degree of concentration in terms of its customer
base; (3) some growth challenges, for example in new regions
given that the company's technology is of a sensitive nature and
therefore requires government export approval; and (4) the challenges
Photonis is facing in its ongoing efforts to enter the world's largest
market for electro-optic components for image intensification night
vision equipment, the US, and the need to innovate and compete
with larger, more diversified and more resourceful US competitors
in some international markets.
However, the rating also reflects the company's process knowledge
and technological capabilities as the only European manufacturer of electro-optic
components for image intensification night vision equipment. In
addition, the company benefits from significant barriers to market
entry provided by the manufacturing process and the sensitive nature of
the technology. This sensitivity is evidenced by a significant
degree of government oversight and regulation, also in the Netherlands
and France, where Photonis's key manufacturing operations
are located. Moreover, Photonis's exposure to defence
end markets is balanced by the low proportion of total government defence
budgets that night vision equipment represents and its crucial importance,
which Moody's would expect to limit the impact of general spending
cuts on the company although it ultimately remains exposed to government
spending decisions and the timing of larger orders. Lastly,
the rating reflects Moody's expectation that the company will generate
visible free cash flow despite its continuous investment in research &
development to develop next-generation products.
The consolidated audited accounts are prepared by Photonis International
SAS, the direct holding company of Photonis Technologies SAS,
and Moody's adjusts the financials for the stand-alone activities
of the holding company. Moody's assumes that Photonis International
SAS 's activities will essentially be limited to its function as
a holding company for Photonis, which is also supported by certain
covenants in the facility agreements, and that its claim on Photonis
will remain limited to its ownership of Photonis's common equity.
LIQUIDITY
Moody's views Photonis's liquidity as good. Following
the refinancing, Photonis will have EUR11 million in cash on the
balance sheet and access to an undrawn EUR30 million revolving credit
facility due in 2019. The facility carries one financial maintenance
covenant, which will be triggered only if at least 25% of
the revolver is drawn. Moody's expects that the company will
generate visible free cash flow with moderate seasonal working capital
movements and limited capital investments.
STRUCTURAL CONSIDERATIONS
The (P)B1 rating on the €200 million ($260 million equivalent)
first lien secured term loan due in 2019 and the EUR30 million equivalent
revolving credit facility due in 2018 reflects the priority ranking of
these instruments over the provisional (P)Caa1-rated €50 million
($65 million equivalent) second lien term loan due in 2020 (as
outlined in the intercreditor agreement).
RATIONALE FOR STABLE OUTLOOK
The stable rating outlook reflects Moody's expectation that Photonis
will be able to maintain a steady operating performance, including
sufficient liquidity based on visible free cash flow generation,
despite the general pressure on national defence budgets in Europe and
the US.
WHAT COULD CHANGE THE RATING UP/DOWN
Negative rating pressure could result from debt/EBITDA increasing above
5.0x and/or EBIT/interest falling below 2.0x, both
as adjusted by Moody's. A decline in demand for Photonis's
night vision equipment, measured as a visible reduction in order
books, could also exert negative pressure on the rating.
In addition, a deterioration in the company's liquidity profile
could result in negative rating pressure. Conversely, increasing
diversification in Photonis's product portfolio and/or end markets
combined with debt/EBITDA falling below 3.5x as adjusted by Moody's
could lead to positive rating pressure over time.
The principal methodology used in this rating was the Global Aerospace
and Defense published in June 2010. 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.
France-based Photonis Technologies SAS (Photonis) is a manufacturer
of electro-optic components used in military night vision and industry
& science applications. The company's products are key
components of military night vision equipment based on image intensification
technology and its Night Vision segment's revenues represented 84%
of total revenues in 2012. The Industry & Science (11%)
and Power Tubes (4%) segments leverage Photonis's know-how
in terms of alternative civil and military uses for the technology,
including for nuclear sensors or mass spectrometry. As of December
2012, the company generated EUR171 million in revenues and EUR57
million in company-adjusted EBITDA. Photonis was acquired
by Axa Private Equity in 2011.
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.
Tobias Wagner
Analyst
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
Chetan Modi
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 first-time (P)B2 rating to Photonis; stable outlook