New York, March 14, 2018 -- Moody's Investors Service (Moody's) changed today LifeMiles,
Ltd.'s (LifeMiles) ratings outlook to negative from stable.
At the same time, Moody's affirmed LifeMiles' Ba2 corporate
family and its senior secured ratings.
In July 2017 LifeMiles closed a 5-year $300 million senior
secured term loan, which is now being upsized by an additional $65
million add-on. The term loan is secured by a first priority
interest in all tangible and intangible assets of LifeMiles and the guarantors.
Furthermore, it is jointly guaranteed by LifeMiles and each of its
existing and newly acquired or created wholly-owned subsidiaries.
The term loan amortizes 10% of its original balance on quarterly
installments. In addition, the loan agreement includes a
mandatory prepayment clause that commits a percentage of the company's
free cash flow to the payment of principal.
The company will use the proceeds of the $65 million add-on
to upstream dividends to its shareholders Avianca Holdings, S.A.
(Avianca, unrated) and Advent Intl. (unrated), which
have a 70% and 30%, respectively, stake on LifeMiles.
Issuer: LifeMiles LTD
Affirmations:
Corporate Family Rating, Affirmed Ba2
Senior Secured Bank Credit Facility, Affirmed Ba2
Outlook Actions:
Outlook, Changed To Negative From Stable
RATINGS RATIONALE
The change in LifeMiles´s outlook to negative from stable reflects
the amendment to the term loan agreement by which the ring fencing mechanisms
that prioritize debt repayment are lifted during 2018. Accordingly,
the company will temporarily suspend the use of its excess cash flow to
pay down debt during 2018. Starting in 2019, the prepayment
provision returns to effect, with excess cash flows directed to
make prepayments to the loan. We consider that the mandatory use
of excess cash flow for debt repayment is a key credit consideration for
LifeMiles, as it reduces the risks of aggressive cash distributions
to shareholders.
LifeMiles' Ba2 ratings reflect its strong credit metrics,
good liquidity and our assumption that an adequate ring fencing mechanism
that prioritizes debt repayment will remain in place over the medium term.
The rating also incorporates LifeMiles' strong business model being
the sole operator of Avianca's frequent flyer program, its
diversified and sticky base of commercial partners that support members
and co-brand credit card growth. Also reflected in the rating
are the potential benefits to the company's growth plan from positive
economic dynamics and market fundamentals in its largest markets.
On the other hand, LifeMiles´ ratings consider the risk of
additional up streaming of cash flows to shareholders, being in
the form of dividends or anticipated purchases of airline tickets.
The rating of the term loan considers its secured position within the
capital structure of the company. The Corporate Family Rating is
at the same level of the senior secured rating given that it is the only
debt in the company's balance sheet.
While the scheduled amortization for LifeMiles' term loan will remain
unchanged, the proposed amendment temporarily weakens the structure
of the instrument as it slows down its repayment. Furthermore,
it raises concerns about potential waiver requests to the mandatory prepayment
clause in the future. Still, LifeMiles has strong credit
metrics for its rating category. Pro-forma for the incremental
$65 million add-on, we estimate adj. debt/EBITDA
will be 2.7 times in 2017. Considering the scheduled amortization
of the term loan and that the cash sweep restarts in 2019, we estimate
LifeMiles' adj. debt/EBITDA will reach 2.4 times by
year-end 2018, decline to around 1.6 times by year-end
2019, and remain below 1 time in 2020.
LifeMiles' largest contributors to gross billings are financial
partners, which include credit card co-brands, miles
conversion and other (51%) and airlines (30%), being
Avianca its largest customer (adding around 27% to gross billings).
Around 80% of accrued miles are redeemed and from this amount 93%
are redeemed into air tickets. The 7% balance is redeemed
into hotel nights, merchandise and other rewards. LifeMiles
benefit from Avianca's leading market position in Colombia and Central
America. In Peru, Avianca is the 3rd. largest carrier
with a 11.4% domestic market share in 2017; following
Latam Airlines (59.1% share) and Peruvian Airlines (14.6%
share). Going forward, the Association of Air Transport in
Colombia estimates that air traffic demand will continue growing in Colombia
with an estimated total number of travelers of 52 million in 2018;
up from 31 million in 2016.
The company's diversified and sticky base of commercial partners
support its members and co-brand credit card growth. LifeMiles
has over 320 commercial partnerships that allow its members to accrue
and redeem miles for different products and services such as airline tickets,
hotels, rental cars, etc. As of December 31,
2017, it has over 7.8 million members, and more than
657,000 co-branded credit cards. Its number of members
have grown steadily at a 9.3% CAGR in the last five years
and we forecast they will grow at a 7%-8% per year
in 2018-2021. LifeMiles' largest market is Colombia
where it generates 50% of its gross billings. Moody's
forecast Colombian economy to grow by 2.5% in 2018 and 3.0%
in 2019.
The negative outlook could be stabilized if the company is able to reduce
its leverage in 2018, resuming an accelerated debt repayment in
2019 from its free cash flow as detailed in the term loan agreement.
The ratings could be upgraded if the company were to materially increase
its size, while maintaining strong credit metrics with adj.
debt/EBITDA lower than 2.0 times. An upgrade would also
require strong ring fencing provisions limiting cash upstream to shareholders,
as well as the maintenance of adequate liquidity and profitability.
The ratings could be downgraded if the company's profitability or
credit metrics worsen with adj. debt/EBITDA above 3.0 times.
A deterioration on the company's liquidity or profitability,
or a change in the company's financial policy leading to excessive
cash distribution to shareholders can lead to a downgrade. Also,
further or repetitive amendments to the loan agreement such that the mandatory
prepayment provisions are waived or cancelled and that excess cash flow
is not used to pay down debt could also result in a downgrade.
LifeMiles has good liquidity. The company has minimum cash requirements
to cover six months of rewards plus its quarterly debt service.
In addition, LifeMiles benefits from a $20 million committed
revolving credit facility due 2022 that is fully available. LifeMiles
only debt is the term loan, which amortizes based upon a debt amortization
equivalent to 10% of the initial principal amount payable on a
quarterly basis.
LifeMiles, Ltd. is a coalition loyalty program and the solely
operator of Avianca's frequent flyer program. LifeMiles has
over 320 commercial partnerships that allow its members to accrue and
redeem miles for different products and services such as airline tickets,
hotels, and rental cars amongst others. LifeMiles is 70%
owned by Avianca Holdings, S.A. and 30% owned
by Advent Intl. LifeMiles reported gross billings of $307.6
million in 2017.
The principal methodology used in these ratings was Business and Consumer
Service Industry published in October 2016. Please see the Rating
Methodologies page on www.moodys.com for a copy of this
methodology.
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.
Alonso Sanchez
Vice President - Senior Analyst
Corporate Finance Group
Moody's de Mexico S.A. de C.V
Ave. Paseo de las Palmas
No. 405 - 502
Col. Lomas de Chapultepec
Mexico, DF 11000
Mexico
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Client Service: 1 212 553 1653
Marianna Waltz, CFA
MD - Corporate Finance
Corporate Finance Group
JOURNALISTS: 800 891 2518
Client Service: 1 212 553 1653
Releasing Office:
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