London, 12 April 2016 -- Moody's Investors Service has today assigned a provisional (P)B1
senior unsecured rating and a Loss Given Default assessment of LGD5 to
new proposed notes of approximately $1.0 billion issued
by GTH Finance B.V., partly owned by VimpelCom group,
an international telecommunications company. The outlook is stable.
"We have assigned (P)B1 ratings to GTH Finance B.V.'s
new notes to reflect VimpelCom's guarantee and the structural subordination
of the notes to senior group's debt, guaranteed by its main
Russia-based operating subsidiary VimpelCom PJSC which we rate
at Ba3", says Julia Pribytkova, a Moody's Vice
President - Senior Analyst.
GTH Finance B.V. will issue the notes with the sole purpose
of on-lending the proceeds to its parent company Global Telecom
Holding S.A.E. (GTH, unrated) incorporated
in Egypt. GTH is 51.9% indirectly owned by VimpelCom
Ltd (Ba3 stable), via its subsidiary VimpelCom Holdings B.V.,
which acts as guarantor for the new notes.
The proceeds of the notes will be utilised for (1) the repayment of an
intra-company loan to VimpelCom; and (2) other corporate purposes.
RATINGS RATIONALE
The new notes' (P)B1 rating, which is one notch below VimpelCom
Ltd's corporate family rating, reflects their structural subordination
to approximately 70% of the group's debt (totalling $7.2
billion, including $5.5 billion of outstanding rated
notes), which is directly guaranteed by the Russian operating subsidiary
VimpelCom PJSC.
The notes will be issued for the term of up to seven years, and
will rank pari passu with other existing and future indebtedness of VimpelCom
holding structures. The notes will be structurally subordinated
to all obligations of VimpelCom's direct or indirect operating subsidiaries
(or guaranteed by them). The investors will benefit from certain
non-financial covenants including a negative pledge and restrictions
on mergers and reorganisations.
VimpelCom's financial profile is largely shaped by its Russian and Ukrainian
subsidiaries, which provide the bulk of the cash flows available
to the group. However, Moody's expects GTH, which
holds a 46.5% stake at Omnium Telecom Algeria S.p.A.
(unrated), and fully owns Pakistan Mobile Communications Limited
(B1 stable) and Banglalink Digital Communications Limited (Ba3 stable)
to contribute up to 40% to the group's total dividend income
by 2019.
VimpelCom's Ba3 rating reflects (1) the company's position as the third-largest
operator in Russia with 57 million subscribers, sharing a leadership
position in the country's largest metropolitan market, Moscow,
with its closest peer Mobile Telesystems PJSC (MTS, Ba1 under review
for downgrade); and (2) the company's solid liquidity and balanced
debt maturity profile.
Moody's positions VimpelCom's rating lower than those of its
Russian peers MTS and Megafon PJSC (Ba1 under review for downgrade),
to reflect its (1) higher leverage; (2) weaker profitability and
financial metrics, in particular debt coverage; (3) elevated
foreign-currency risk, with more than 70% of the company's
debt denominated in foreign currencies, and 80% of revenues
in highly volatile Russian roubles and Ukrainian hryvnias (although this
is partially mitigated by a meaningful cash cushion denominated predominantly
in US dollars); (4) exposure to technological risks associated with
the substantial investment required to maintain competitiveness on the
Russian mobile data market; and (5) a track record of sizeable debt-funded
M&A activity.
RATIONALE FOR STABLE OUTLOOK
The outlook on the ratings is stable and reflect adequate positioning
of the group's rating, given that its major operating subsidiaries
are exposed to the deteriorating economic environment and country risks
of Russia and Ukraine.
WHAT COULD CHANGE THE RATING UP/DOWN
There would be upward pressure on VimpelCom's ratings if (1) the
group demonstrated sustainable and meaningful diversification of the cash
flows available to the group; (2) the group's debt/EBITDA were
to decline below 2.0x (Moody's-adjusted) on a sustainable
basis; and (3) the market position and liquidity of the key Russian
operations remained solid. Evolution towards a more diversified
cash flow mix and dividend base would positively affect the group's
rating.
Conversely, the ratings could come under pressure if: (1)
VimpelCom's debt/EBITDA were to rise above 3.0x (Moody's-adjusted)
on a sustained basis, or (2) VimpelCom's operating profile,
market position or liquidity were to deteriorate materially as a result
of adverse market developments and/or material transactions negatively
affecting the group's financial flexibility.
The principal methodology used in this rating was Global Telecommunications
Industry published in December 2010. Please see the Ratings Methodologies
page on www.moodys.com for a copy of this methodology.
Headquartered in Amsterdam, the Netherlands, VimpelCom Ltd
(VimpelCom) is an international telecommunications company operating in
14 countries. It is a holding company for VimpelCom PJSC (Russia
and CIS), Kyivstar G.S.M. Joint Stock Company
(Ukraine, rating withdrawn), and Global Telecom Holding S.A.E.
The company owns 50% in a joint venture in Italy with CK Hutchison
Holdings Limited (A3 stable).
VimpelCom is 40.8% owned by LetterOne (not rated),
43.0% by Telenor ASA (A3 stable), 7.1%
by Stichting Administratiekantoor Mobile Telecommunications Investor and
9.1% is in free float. In 2015, VimpelCom reported
revenue of $9.6 billion and EBITDA of $2.86
billion.
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.
Julia Pribytkova
Vice President - Senior Analyst
Corporate Finance Group
Moody's Investors Service Limited, Russian Branch
7th floor, Four Winds Plaza
21 1st Tverskaya-Yamskaya St.
Moscow 125047
Russia
JOURNALISTS: 44 20 7772 5456
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David G. Staples
MD - Corporate Finance
Corporate Finance Group
Telephone: 00971 4237 9536
Releasing Office:
Moody's Investors Service Ltd.
One Canada Square
Canary Wharf
London E14 5FA
United Kingdom
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Moody's assigns provisional (P)B1 senior unsecured rating to the new notes issued by GTH Finance B.V. and guaranteed by VimpelCom