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Rating Action:

Moody's changes its review of SABMiller's A3 rating to review for downgrade, from direction uncertain

07 Jun 2016

Confirms P-2 short-term ratings

Milan, June 07, 2016 -- Moody's Investors Service has changed its review of SABMiller Plc's (SABMiller) A3 long-term senior unsecured ratings to a review for downgrade from direction uncertain. At the same time, Moody's has confirmed the Prime-2 short term ratings of SABMiller and certain subsidiaries, as well as the Prime-1.za short term national scale rating of SABSA Holdings Limited. The long-term national scale ratings of Aaa.za assigned to SABSA Holdings remain under review for downgrade, where they were placed on 11 May 2016 following the recalibration of the South African national ratings scale.

Today's rating review follows the downgrade of the senior unsecured long-term rating of Anheuser-Busch InBev SA/NV (ABI) and its guaranteed subsidiaries to A3 from A2 on 25 May 2016 (see "Moody's downgrades ABI ratings to A3/Prime-2; assigns definitive A3 to new bonds; outlook stable" https://www.moodys.com/research/--PR_349573 ).

Moody's downgraded ABI following the European Commission's approval of its acquisition of SABMiller on 24 May 2016. With ABI's senior unsecured rating at A3, SABMiller's rating no longer has the potential to be upgraded, even if its debt were guaranteed by ABI. Consequently, Moody's has changed the direction of its review to a review for downgrade. Moody's has confirmed SABMiller's Prime-2 short term rating, as well as the Prime-1.za rating of SABSA Holdings because Moody's does not foresee a scenario in which the senior unsecured rating of SABMiller would fall sufficiently to cause a downgrade of the short term ratings at this time.

"Putting SABMiller on review for downgrade reflects the remaining uncertainties about ABI's stated intention to guarantee SABMiller's debt. Following the acquisition by ABI, there is still a question mark over SABMiller's future business and financial profile, in the event that its debt is not guaranteed," says Paolo Leschiutta, a Moody's Vice President -- Senior Credit Officer and lead analyst for SABMiller.

In the event that the deal does not conclude, SABMIller's rating are likely to be confirmed at the current level. A full list of affected rating/entities is included at the end of this press release.

RATINGS RATIONALE

-- REVIEW OF SABMILLER'S A3 RATING FOR DOWNGRADE

The review for downgrade reflects uncertainty regarding whether ABI will provide a guarantee to SABMiller's debt, as well as the potential challenges facing the future business and financial profile of SABMiller following ABI's proposed acquisition in the event the debt is not guaranteed.

Following the acquisition, ABI intends to dispose of some of SABMiller's core assets, including its European, Chinese and US operations. As a result of these disposals, SABMiller's reported EBITDA, including its associates, could be reduced by around 30%, while about 85% of its remaining EBITDA will be generated in emerging markets, where financial results might be more volatile. Moody's understands that part of the proceeds from asset disposals will be up-streamed to ABI to repay acquisition debt, but it is not yet certain how much debt will remain at SABMiller's level. With a smaller and less stable earnings base, and uncertainty as to the ongoing debt burden at SABMiller's level, it is not yet clear if SABMiller's business and financial profile will continue to support the current A3 long-term rating on a stand-alone basis. Consequently, in the absence of a guarantee, the rating could be downgraded in the event of a lower creditworthiness.

In the event that there is no guarantee, Moody's acknowledges that SABMiller would benefit from a degree of indirect support from ABI, but that such indirect support might not be sufficient to warrant equalizing the ratings. Moreover, Moody's also notes that SABMiller's ratings could be withdrawn if there is no guarantee from ABI and if SABMiller's stand-alone financial results are no longer available.

As part of the rating review, Moody's will primarily focus on assessing whether ABI will provide guarantees to SABMiller's debt. In the event of no guarantee the review will assess (1) SABMiller's ongoing debt burden in relation to its future business profile and its reliance in particular on emerging markets; and (2) the future dividend policy and likely capital structure of SABMiller, in light of ABI's significant increase in financial debt, as the transaction will add more than $60 billion of debt to ABI's balance sheet.

As part of the transaction, ABI has already agreed to the sale of SABMIller's 58% stake in the MillerCoors LLC joint venture to Molson Coors Brewing Company (Baa2 review for downgrade) for $12 billion, subject to the closing of the ABI-SABMiller merger. In February this year, ABI also received a binding offer from Japan's Asahi Group Holdings Ltd. (unrated) for the sale of SABMiller's Western European assets, mainly consisting of the Peroni and Grolsch brands, for about $2.9 billion in cash. In March, ABI announced the disposal of SABMiller's 49% stake in its Chinese joint-venture, Snow, to SABMiller's Chinese partners for $1.6 billion. In late April, ABI also announced its intention to sell SABMiller's operation in Eastern Europe. The disposals announced by ABI in Europe are a condition to the EU's antitrust approval. Moody's notes that EU clearance is a major milestone in the regulatory approval process, and brings the number of jurisdictions that have approved the transaction to 14. However, important regulatory approvals (including the US, China, and South Africa) have yet to be obtained.

ABI's one-notch downgrade to A3 reflected the significant debt and resulting high leverage that ABI will incur to fund the SABMiller deal. Moody's expects ABI's debt to EBITDA leverage (including Moody's standard adjustments) to peak at over 5.0x, at the closing of the SABMiller transaction. This should improve to closer to 4.0x over a one-to-two year period, which is still high for an investment-grade rating. Moody's does not expect leverage to reach 3.0x until 2020. The slow reduction in financial leverage is partly a factor of a relatively high dividend payout. However, the risk of this level of financial leverage is partly offset by the combined company's vast and diverse franchise. For further information on ABI's rating please refer to www.moodys.com.

-- CONFIRMATION OF SHORT-TERM RATINGS

Despite the ongoing review of the long-term ratings, SABMiller's short-term rating of Prime-2 has been confirmed, and the short-term national scale rating of Prime-1.za assigned to SABSA Holdings Limited has also been confirmed. At this time, Moody's does not foresee a scenario in which the senior unsecured rating of SABMiller would fall sufficiently to cause a downgrade of the short term ratings.

List of affected ratings:

On Review for Downgrade:

..Issuer: SABMiller Plc

....Senior Unsecured Medium-Term Note Program, Placed on Review for Downgrade, currently (P)A3 review direction uncertain

....Senior Unsecured Regular Bond/Debenture, Placed on Review for Downgrade, currently A3 review direction uncertain

....Backed Senior Unsecured Regular Bond/Debenture, Placed on Review for Downgrade, currently A3 review direction uncertain

..Issuer: Foster's Group Pty Limited

.... Issuer Rating (Local Currency), Placed on Review for Downgrade, currently A3 review direction uncertain

..Issuer: FBG Finance Pty Ltd

....Backed Senior Unsecured Medium-Term Note Program, Placed on Review for Downgrade, currently (P)A3 review direction uncertain

....Backed Senior Unsecured Regular Bond/Debenture, Placed on Review for Downgrade, currently A3 review direction uncertain

..Issuer: FBG Treasury (Aust.) Pty Ltd

....Backed Senior Unsecured Medium-Term Note Program, Placed on Review for Downgrade, currently (P)A3 review direction uncertain

....Backed Senior Unsecured Regular Bond/Debenture, Placed on Review for Downgrade, currently A3 review direction uncertain

..Issuer: SABMiller Holdings Inc

....Backed Senior Unsecured Medium-Term Note Program, Placed on Review for Downgrade, currently (P)A3 review direction uncertain

....Backed Senior Unsecured Regular Bond/Debenture, Placed on Review for Downgrade, currently A3 review direction uncertain

..Issuer: SABSA Holdings Limited

....Backed Senior Unsecured Medium-Term Note Program, Placed on Review for Downgrade, currently (P)A3 review direction uncertain

....NSR Backed Senior Unsecured Medium-Term Note Program, Placed on Review for Downgrade, currently (P)Aaa.za review for downgrade

....Backed Senior Unsecured Regular Bond/Debenture, Placed on Review for Downgrade, currently A3 review direction uncertain

....Backed Senior Unsecured Regular Bond/Debenture, Placed on Review for Downgrade, currently Aaa.za review for downgrade

Confirmations:

..Issuer: SABMiller Plc

....Backed Senior Unsecured Commercial Paper, Confirmed at P-2

....Senior Unsecured Medium-Term Note Program, Confirmed at (P)P-2

..Issuer: SABMiller Holdings Inc

....Backed Senior Unsecured Commercial Paper, Confirmed at P-2

..Issuer: SABSA Holdings Limited

....Backed Senior Unsecured Medium-Term Note Program, Confirmed at (P)P-2

....NSR Backed Senior Unsecured Medium-Term Note Program, Confirmed at (P)P-1.za

PRINCIPAL METHODOLOGY

The principal methodology used in these ratings was Global Alcoholic Beverage Industry published in October 2013. Please see the Ratings Methodologies page on www.moodys.com for a copy of this methodology.

Moody's National Scale Credit Ratings (NSRs) are intended as relative measures of creditworthiness among debt issues and issuers within a country, enabling market participants to better differentiate relative risks. NSRs differ from Moody's global scale credit ratings in that they are not globally comparable with the full universe of Moody's rated entities, but only with NSRs for other rated debt issues and issuers within the same country. NSRs are designated by a ".nn" country modifier signifying the relevant country, as in ".za" for South Africa. For further information on Moody's approach to national scale credit ratings, please refer to Moody's Credit rating Methodology published in May 2016 entitled "Mapping National Scale Ratings from Global Scale Ratings". While NSRs have no inherent absolute meaning in terms of default risk or expected loss, a historical probability of default consistent with a given NSR can be inferred from the GSR to which it maps back at that particular point in time. For information on the historical default rates associated with different global scale rating categories over different investment horizons, please see

https://www.moodys.com/researchdocumentcontentpage.aspx?docid=PBC_189530.

SABMiller Plc is the world's second-largest brewer by volume, and the third largest by revenues, producing and distributing a large variety of beer brands in approximately 75 countries. During fiscal year ending March 2016 and including the share of joint ventures and associates, the company generated net total revenue of $24.1 billion (down 8% compared with the prior year due to adverse currency movements).

ABI, incorporated in Leuven, Belgium, is the world's largest brewing company. ABI has operations in 25 countries and sells its products in over 130 countries, with market leading positions in the United States, Brazil and Mexico, and a leadership position in premium beer in China. The company reported approximately $44 billion in revenue for the fiscal year ended December 31, 2015.

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.

Paolo Leschiutta
VP - Senior Credit Officer
Corporate Finance Group
Moody's Italia S.r.l
Corso di Porta Romana 68
Milan 20122
Italy
Telephone:+39-02-9148-1100

Marina Albo
MD - Corporate Finance
Corporate Finance Group
JOURNALISTS: 44 20 7772 5456
SUBSCRIBERS: 44 20 7772 5454

Releasing Office:
Moody's Italia S.r.l
Corso di Porta Romana 68
Milan 20122
Italy
Telephone:+39-02-9148-1100

Moody's changes its review of SABMiller's A3 rating to review for downgrade, from direction uncertain
No Related Data.
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