Approximately $8 billion of rated credit facilities, including $900 million of incremental borrowings
New York, July 21, 2015 -- Moody's Investors Service has downgraded the corporate family rating of
Asurion, LLC to B2 from B1 based on the company's announced
plan to increase borrowings by $900 million to help fund a minority
equity buyout as part of an anticipated equity recapitalization.
Moody's also downgraded Asurion's probability of default rating
to B2-PD from B1-PD. The rating agency affirmed Asurion's
first-lien credit facility ratings at Ba3, and downgraded
its second-lien term loan rating to Caa1 from B3 (see below for
complete rating list). The rating outlook for Asurion is stable.
RATINGS RATIONALE
"The downgrade of Asurion's corporate family rating reflects
the group's persistent high financial leverage and sizable payments
to equity holders," said Bruce Ballentine, Moody's lead
analyst for Asurion. "Still, the group generates healthy
interest coverage and free cash flow as a leading provider of protection
programs for wireless devices and consumer electronics."
Asurion's pending transactions involve total cash sources of $1.7
billion, including a new first-lien term loan of $700
million, a second-lien term loan add-on of $450
million, and existing cash of $550 million. Cash uses
will include repayment of a $250 million first-lien non-amortizing
term loan, equity buyout plus general corporate purposes totaling
about $1.4 billion, and payment of related fees and
expenses.
Giving effect to the proposed transactions, Moody's estimates that
Asurion's pro forma debt-to-EBITDA ratio will be in the
range of 7.5x-8x, while (EBITDA - capex) coverage
of interest will be in the range of 1.6x-1.8x.
The rating agency views such financial leverage as aggressive for Asurion's
single-B rating category, and expects it to decline below
7x over the next 12-18 months.
Asurion's business profile encompasses both mobile protection (MP) and
extended service contracts (ESCs). Asurion has a dominant position
in MP distributed through wireless carriers in the US, a significant
presence in MP in Japan, and a growing presence in other selected
international markets. Asurion also has a good position in the
US market for ESCs. The group as a whole has a record of efficient
operations, excellent customer service and profitable growth in
core and related businesses.
Moody's said these strengths are offset by the group's aggressive
capital structure, its business concentrations among certain wireless
carriers and retailers, and slowing growth prospects in the relatively
mature US ESC market. Also, risk management becomes a greater
challenge as the group expands internationally.
Factors that could lead to an upgrade of Asurion's ratings include:
(i) debt-to-EBITDA ratio below 6x, (ii) (EBITDA -
capex) coverage of interest exceeding 2.5x, (iii) free-cash-flow-to-debt
ratio exceeding 6%, and (iv) EBITDA margins exceeding 20%.
Factors that could lead to a further rating downgrade include: (i)
debt-to-EBITDA ratio remaining above 7x, (ii) (EBITDA
- capex) coverage of interest below 1.5x, (iii) free-cash-flow-to-debt
ratio below 3%, or (iv) EBITDA margins below 15%.
Also, the first-lien credit facilities could be downgraded
in the event of a shift in the funding mix toward first-lien from
second-lien borrowings.
Moody's has taken the following rating actions with respect to Asurion
and its credit facilities (including loss given default (LGD) assessments):
Corporate family rating downgraded to B2 from B1;
Probability of default rating downgraded to B2-PD from B1-PD;
$190 million first-lien revolving credit facility due 2019
assigned rating of Ba3 (LGD3) (reflects proposed $90 million increase
to existing revolver with one-year extension);
$4,038 million (outstanding) first-lien term loan
due 2019 affirmed at Ba3 (LGD3);
$835 million first-lien term loan due 2020 affirmed at Ba3
(LGD3);
$250 million first-lien non-amortizing term loan
due 2017 affirmed at Ba3 (LGD3) (loan to be repaid under proposed transactions);
New $700 million first-lien term loan due 2022 assigned
rating of Ba3 (LGD3);
$2,150 million second-lien term loan due 2021 downgraded
to Caa1 (LGD5) from B3 (LGD5) (reflects proposed $450 million add-on
to existing loan).
The principal methodology used in these ratings was Moody's Global Rating
Methodology for Insurance Brokers and Service Companies published in February
2012. Other methodologies used include Loss Given Default for Speculative-Grade
Non-Financial Companies in the U.S., Canada
and EMEA published in June 2009. Please see the Credit Policy page
on www.moodys.com for copies of these methodologies.
Based in Nashville, Tennessee, Asurion is a leading provider
of protection programs for wireless devices and consumer electronics both
domestically and internationally. Asurion is indirectly owned by
NewAsurion Corporation, whose ownership is divided among four private
equity firms (Madison Dearborn, Providence Equity, Wells Carson
and Berkshire Partners), the Canadian Pension Plan Investment Board
and company management.
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 rating action on the support provider and in relation to each particular
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 rating action, and
whose ratings may change as a result of this 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.
The following information supplements Disclosure 10 ("Information
Relating to Conflicts of Interest as required by Paragraph (a)(1)(ii)(J)
of SEC Rule 17g-7") in the regulatory disclosures made at
the ratings tab on the issuer/entity page on www.moodys.com
for each credit rating:
Moody's was not paid for services other than determining a credit
rating in the most recently ended fiscal year by the person that paid
Moody's to determine this credit rating.
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.
Bruce Ballentine
VP - Senior Credit Officer
Financial Institutions Group
Moody's Investors Service, Inc.
250 Greenwich Street
New York, NY 10007
U.S.A.
JOURNALISTS: 212-553-0376
SUBSCRIBERS: 212-553-1653
Robert Riegel
MD - Insurance
Financial Institutions Group
JOURNALISTS: 212-553-0376
SUBSCRIBERS: 212-553-1653
Releasing Office:
Moody's Investors Service, Inc.
250 Greenwich Street
New York, NY 10007
U.S.A.
JOURNALISTS: 212-553-0376
SUBSCRIBERS: 212-553-1653
Moody's downgrades Asurion's ratings (corporate family to B2) based on increased debt