London, 11 September 2018 -- Moody's Investors Service has today confirmed the Ba1 corporate family
rating and the Ba1-PD probability of default rating of MegaFon
PJSC (MegaFon), Russia's second-largest mobile operator.
The outlook on the ratings is stable.
The action concludes the review for downgrade initiated by the agency
following MegaFon's announcement on 16 July 2018 that it will buy
back up to 20.80% of its ordinary shares via its fully-owned
subsidiary MegaFon Investments (Cyprus) Limited (MICL) for up to $1.2
billion, and fund the transaction predominantly with new debt.
The company also announced that it will delist from the London Stock Exchange
(LSE).
On 23 August MegaFon advised that as a result of the tender offer it will
buy back 18.6% of the company's issued and outstanding
shares for a total consideration of approximately $1.12
billion (around RUB76 billion).
RATINGS RATIONALE
RATIONALE FOR THE STABILISATION OF OUTLOOK
According to MegaFon, the share buyback and subsequent delisting
of the company from LSE are in line with the its previously announced
new business strategy which will involve, inter alia: 1) broader
partnerships with state-owned corporations, (2) transactions
with higher risks, (3) investments in infrastructure with lower
returns, (4) higher leverage, and (5) lower dividends.
The predominantly debt-funded buyback alongside higher regulator-imposed
investment needs will have a moderately negative effect on MegaFon's
financial metrics, driving a weakening in the coverage metrics and
an increase in leverage measured by adjusted debt/EBITDA to 2.8x,
pro forma for the transaction, from 2.1x as of end-June,
2018.
The company has also publicly announced an elevated appetite for risk
and tolerance for leverage. Combined with lower visibility around
business strategy this increases the uncertainty for MegaFon's credit
profile.
At the same time, the agency positively notes the company's
strong competitive positioning on Russia's telecommunications market,
its track record of robust operating and financial performance,
as well as healthy liquidity and adequate foreign exchange exposure management
that add resilience to its credit profile. The company has confirmed
that it remains in compliance with all applicable covenants.
Moody's cautions that the ratings do not incorporate any event or integration
risks related to large-scale acquisitions which could be part of
the strategy implementation; such activities would be assessed by
the agency on a case-by-case basis for their impact on the
ratings.
RATIONALE FOR THE STABLE OUTLOOK
The stable outlook on MegaFon's ratings reflects Moody's expectation that
(1) the company will not allow for the deterioration of its financial
metrics beyond the currently anticipated levels; and (2) will maintain
a healthy liquidity profile, addressing its refinancing needs in
a timely fashion.
WHAT COULD CHANGE THE RATING UP/DOWN
We do not anticipate positive pressure on the ratings to develop over
the next 12-18 months. In the longer term, positive
pressure on the ratings could be driven by a combination of (1) a material
improvement in financial metrics, 2) a clearer view on the financial
and operating strategy, along with transparent and sustainable financial
policies, and (3) a sovereign rating upgrade.
Negative pressure on MegaFon's rating could occur if (1) the company's
financial and liquidity profile deteriorated beyond the currently expected
levels, with adjusted gross debt/EBITDA rising above 3.5x
on a sustained basis, and/or (2) there were material negative developments
in the company's operating and regulatory environment. A
downgrade of Russia's sovereign bond rating would trigger a downgrade
of MegaFon.
PRINCIPAL METHODOLOGY
The principal methodology used in these ratings was Telecommunications
Service Providers published in January 2017. Please see the Rating
Methodologies page on www.moodys.com for a copy of this
methodology.
MegaFon is Russia's second-largest mobile operator, with
75.4 million mobile subscribers in Russia and more than 77 million
overall as of 31 December 2017. In 2017, it generated revenue
of RUB373.3 billion (around $6.4 billion),
of which RUB321.8 billion was in the telecoms segment, and
Moody's-adjusted EBITDA of RUB155.8 billion (around $2.7
billion). The company's operations outside Russia (Tajikistan,
Abkhazia and South Ossetia) contributed around 1.4% to consolidated
revenue.
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
Client Service: 44 20 7772 5454
Victoria Maisuradze
Associate Managing Director
Corporate Finance Group
JOURNALISTS: 44 20 7772 5456
Client Service: 44 20 7772 5454
Releasing Office:
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