Singapore, February 04, 2019 -- Moody's Investors Service ("Moody's") has changed the outlook on Vedanta
Resources Limited's (Vedanta) ratings to negative from stable.
At the same time, Moody's has affirmed the company's
Ba3 corporate family rating (CFR) and the B2 rating on the senior unsecured
notes.
RATINGS RATIONALE
"The rating action reflects the heightened risk of cash movement
outside Vedanta, following a $561 million structured payment
by the company's operating subsidiary to ultimate shareholder Volcan
Investments Ltd.. As well, our expectations for underlying
operating earnings have been lowered, which will lead to elevated
leverage for the ratings", says Kaustubh Chaubal a Moody's
Vice President and Senior Credit Officer.
"We view the related-party investment as credit negative
for Vedanta and a means to fund the risk appetite of its shareholder,
a clear indication of the company's willingness to deploy cash at
Vedanta to support Volcan interests," says Chaubal,
who is also Moody's lead analyst on Vedanta.
Moody's earlier ratings on Vedanta were based on the expectation
that Volcan will not move cash from Vedanta to provide liquidity to itself.
The deferred payment is therefore a clear departure from this expectation,
and exacerbates the risk that Volcan will continue to use Vedanta as a
financing vehicle.
On 31 January, Vedanta's 50.1%-owned
subsidiary, Vedanta Ltd, announced that its wholly owned subsidiary
Cairn India Holdings Limited (CIHL) made a deferred investment in a structured
product issued by Volcan.
In addition to an immediate cash outflow of $208 million in December
2018 to Volcan, CIHL has committed to make deferred payments aggregating
$353 million until October 2020.
As consideration for the deferred payment, Volcan had issued a structured
instrument that provides CIHL with the economic interest in the upside
potential of 24.71 million equity shares in Anglo American plc
(AA, Baa3 positive), but this does not allow CIHL any voting
rights, or even the right to receive dividends.
In 2017 Volcan acquired 271.7 million shares of AA, giving
it a 19.63% shareholding in the global diversified miner.
To fund the GBP3.5 billion acquisition, Volcan issued interest-bearing
mandatorily exchangeable bonds (MXB), maturing in 2020.
The bonds are not callable, the principal is backed by shares in
AA and dividends accrue to the bondholders. Upon maturity,
if AA's share price is higher than Volcan's purchase price
in 2017, 9.1% of the 271.7 million shares,
or 24.71 million shares, will accrue to Volcan.
Volcan has the option to repay the GBP3.5billion loan and obtain
ownership of the shares. Alternatively, the bonds can be
exchanged into AA shares, at Volcan's option.
CIHL's related-party investment in Volcan's structured
product gives it the economic interest in the said 24.71 million
shares. The investment stipulates capital and downside protection,
although Volcan's ability to deliver on that promise cannot be assessed,
given no public record of its indebtedness, investments or liquidity.
Meanwhile, Vedanta's operating results for the fiscal year
ending March 2019 (fiscal 2019) will be subdued, reflecting some
softness in commodity prices and elevated costs, especially for
its aluminum business.
With fiscal 2019 consolidated EBITDA in the $3.6 billion
-$3.9 billion area, adjusted debt/EBITDA leverage
will range 4.0x -- 4.3x at 31 March, exceeding
the 4.0x downgrade trigger.
The negative outlook incorporates our concern that there is an increased
likelihood that Vedanta may be used as a financing vehicle for Volcan.
The negative outlook also reflects Moody's view that Vedanta's
credit profile will remain sensitive to movements in commodity prices
that are exposed to further downside risk.
Moody's could downgrade the company's ratings if Vedanta takes
on any additional exposure to Volcan, including direct or indirect
upstreaming.
The CFR could also be downgraded if commodity prices weaken for an extended
period such that LTM consolidated EBITDA drops below $3.5
billion despite the company's efforts in ramping up shipments and
containing costs.
Key financial metrics indicative of a lower rating include adjusted debt/EITDA
leverage remaining above 4.0x, EBIT/interest coverage below
2.5x, or cash flow from operations less dividends/adjusted
debt below 15%, all on a sustained basis.
The ratings could also experience downward pressure if Vedanta undertakes
any large debt-financed acquisition that materially skews its financial
profile, or if there is an adverse ruling with respect to Cairn
India Ltd's disputed $3.2 billion tax liability.
Indicators of positive ratings pressure could include adjusted debt/EBITDA
in the 3.0x -- 3.3x range and EBIT/interest coverage
above 3.0x, along with positive free cash flow generation,
all on a sustained basis.
The principal methodology used in these ratings was Mining published in
September 2018. Please see the Rating Methodologies page on www.moodys.com
for a copy of this methodology.
Vedanta Resources Limited, headquartered in London, is a diversified
resources company with interests mainly in India. Its main operations
are held by Vedanta Ltd, a 50.1%-owned subsidiary.
Through Vedanta Resources' various operating subsidiaries, the group
produces oil and gas, zinc, lead, silver, aluminum,
iron ore and power.
Delisted from the London Stock Exchange in October 2018, Vedanta
Resources is now wholly owned by Volcan Investments Ltd. Founder
chairman Anil Agarwal and his family are the key shareholders of Volcan.
For the 12 months ending 30 September 2018, Vedanta Resources reported
revenues of $15.6 billion and operating EBITDA of $3.8
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.
Kaustubh Chaubal
VP - Senior Credit Officer
Corporate Finance Group
Moody's Investors Service Singapore Pte. Ltd.
50 Raffles Place #23-06
Singapore Land Tower
Singapore 48623
Singapore
JOURNALISTS: 852 3758 1350
Client Service: 852 3551 3077
Laura Acres
MD - Corporate Finance
Corporate Finance Group
JOURNALISTS: 852 3758 1350
Client Service: 852 3551 3077
Releasing Office:
Moody's Investors Service Singapore Pte. Ltd.
50 Raffles Place #23-06
Singapore Land Tower
Singapore 48623
Singapore
JOURNALISTS: 852 3758 1350
Client Service: 852 3551 3077