Approximately $510 million of rated debt affected
New York, July 14, 2017 -- Moody's Investors Service, ("Moody's") downgraded
the corporate family rating (CFR) of American Rock Salt Company LLC's
(American Rock Salt) to B3 from B2 and the probability of default rating
(PDR) to B3-PD from B2-PD. Moody's also assigned
a B3 rating to the new $510 million senior secured first-lien
term loan due 2024. The proceeds of the proposed first-lien
term loan, and $17 million of cash on hand, will be
used to refinance existing first-lien term loan of $428
million, to provide a distribution to American Rock Salt Holdings
LLC and to pay related transaction fees. The outlook on all ratings
is stable. The ratings on the existing term loan will be withdrawn
after the transaction closes.
"The downgrade reflects expectations that following the proposed
dividend recapitalization leverage could rise as high as 10 times during
a mild winter," said analyst Anastasija Johnson. "In
addition, with most cash flow historically distributed to owners
we do not anticipate significant debt paydown over the rating horizon."
Downgrades:
..Issuer: American Rock Salt Company LLC
.... Corporate Family Rating, Downgraded
to B3 from B2
.... Probability of Default Rating,
Downgraded to B3-PD from B2-PD
Assignments:
....Senior Secured 1st Lien Term Loan,
Assigned B3 (LGD4)
Outlook Actions:
....Outlook, Remains Stable
RATINGS RATIONALE
American Rock Salt's B3 corporate family rating (CFR) reflects high leverage,
limited scale with a single mine and weather-dependent business
model that results in volatile credit metrics and cash flow generation.
Pro forma for dividend recapitalization, debt to EBITDA as adjusted
by Moody's is approximately 6.7 times in the twelve months
ended March 31, 2017. This figure takes into account a change
in the company's structure that will eliminate an annual royalty
fee related to the acquisition of mineral rights (2.5% of
the gross income from the mine) to a separate entity, increasing
the company's EBITDA by $3.4 million in the twelve
months ended March 31, 2017. The company also had a skip
incident which resulted in additional costs and lost business in the first
two quarters of fiscal 2017. With repairs completed, the
company expects to recover costs through insurance. Despite these
improvements in base level of earnings, higher debt level as a result
of the proposed transaction will increase projected leverage during a
mild (trough) winter to about 10x, leading to the downgrade.
Although the company generates strong cash flow from operations,
most of it has historically been distributed to shareholders and we do
not expect significant debt paydown other than the required amortization
and excess cash flow sweeps. The company benefits from high barriers
to entry in rock salt mining and cost advantages in the company's primary
markets in western and central New York and Pennsylvania due to its relatively
new mine near Rochester, NY, and access to truck and rail
transportation. Additionally, there is a lack of economical
alternatives for rock salt and demand is steady over the long-term.
The rating also reflects adequate liquidity and expectations that the
owners would support the company's liquidity during period of exceptionally
weak snowfall (e.g. two or more consecutive warm winters).
The stable outlook reflects our expectation that weaker prices following
two consecutive mild winters will limit EBITDA improvement in fiscal 2018
even if volumes recover, with leverage remaining above 6 times.
Moody's could upgrade the ratings if the company pays down debt so that
in mild winter conditions leverage does not exceed 7.5 times and
interest coverage is 2 times, the company maintains good liquidity
and a conservative financial policy (i.e. does not continually
dividend out excess cash or lever up to take advantage of improved earnings).
Moody's could downgrade the rating if in mild winter conditions leverage
exceeds 10 times, interest coverage falls below 1.25 times
and sustained liquidity (cash and revolver availability) declines below
$30 million. Moody's could also downgrade the rating if
the company undertakes a large debt-financed acquisition or another
dividend recapitalization.
American Rock Salt is expected to have adequate liquidity to support operations
for at least the next four quarters. We anticipate positive cash
flow from operations on an annual basis, but expect significant
quarterly variation due to the seasonality of the salt business and need
to build up inventories in advance of the selling season. The company
builds cash on the balance sheet in the first calendar quarter and uses
most of its cash in the third and fourth calendar quarters. We
expect the company will rely on its retained cash and the proposed $60
million asset-based revolving credit facility due 2022 (unrated)
to fund inventory build before collecting significant cash in the first
calendar quarter of the year. The revolver availability steps down
to $30 million from March to August each year. The company
is not expected to draw on its revolver at the end of transaction.
The company has annual amortization payments of approximately $5.10
million. The revolver contains a springing fixed charge coverage
ratio test if revolver excess availability is less than 10% of
the borrowing base. We do not expect the covenant will be triggered
over the next four quarters.
The $510 million senior secured first lien term loan due 2024 is
rated B3, on par with the B3 CFR, reflecting its first priority
lien on all fixed domestic assets. The capital structure also includes
a $60 million asset-based revolver due 2022 (unrated) that
has a first priority lien on current assets. The senior secured
term loan benefits from a first priority lien on all fixed domestic assets.
The term loan is guaranteed by all material domestic subsidiaries of the
borrower American Rock Salt Company LLC .
The principal methodology used in these ratings was Global Chemical Industry
Rating Methodology published in December 2013. Please see the Rating
Methodologies page on www.moodys.com for a copy of this
methodology.
American Rock Salt Company LLC produces highway deicing rock salt.
The company operates a single mine in upstate New York and sells primarily
to state and local government agencies in the northeastern United States.
The firm is a wholly-owned subsidiary of American Rock Salt Holdings
LLC, which is closely-held by private investors including
some members of management. Headquartered in Retsof, N.Y.,
American Rock Salt generated approximately $200 million in revenue
for the twelve months ended March 31, 2017.
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.
Anastasija Johnson
Asst Vice President - Analyst
Corporate Finance Group
Moody's Investors Service, Inc.
250 Greenwich Street
New York, NY 10007
U.S.A.
JOURNALISTS: 1 212 553 0376
Client Service: 1 212 553 1653
Brian Oak
MD - Corporate Finance
Corporate Finance Group
JOURNALISTS: 1 212 553 0376
Client Service: 1 212 553 1653
Releasing Office:
Moody's Investors Service, Inc.
250 Greenwich Street
New York, NY 10007
U.S.A.
JOURNALISTS: 1 212 553 0376
Client Service: 1 212 553 1653