Moody's also downgrades unsecured debt ratings to B3; assigns B1 secured debt ratings
Paris, October 23, 2019 -- Moody's Investors Service ("Moody's") has today
downgraded French grocer Casino Guichard-Perrachon SA's (Casino)
long-term corporate family rating (CFR) to B2 from B1 and its probability
of default rating (PDR) to B2-PD from B1-PD. Moody's
has also downgraded Casino's senior unsecured rating to B3 from
B1, its senior unsecured MTN program rating to (P)B3 from (P)B1,
and the deeply subordinated perpetual bonds' rating to Caa1 from
B3. In addition, Moody's has affirmed the Not Prime
commercial paper rating and the (P)NP short term program rating.
Concurrently, Moody's has assigned a B1 rating to the EUR750
million senior secured term loan B to be issued by Casino and a B1 rating
to the EUR750 million senior secured instrument to be issued by Casino's
subsidiary Quatrim S.A.S.
The CFR and PDR were simultaneously put under review for further downgrade
reflecting the execution risk of the new transaction. Instrument
ratings have not been placed on review for downgrade. Casino's
outlook has been changed to ratings under review from negative.
"We have downgraded Casino's corporate family rating because
we expect its gross adjusted leverage to continue to exceed 6x over the
next 18 months. This is a level more commensurate with a B2 rating
when also considering Casino is not generating positive free cash flow,
despite the company's scale and market positions," says
Vincent Gusdorf, a Moody's Vice President -- Senior Credit
Officer and lead analyst for Casino. "The review for downgrade
reflects Moody's view that Casino's liquidity could deteriorate
in the near term if the planned refinancing does not proceed as expected,"
Mr. Gusdorf added.
RATINGS RATIONALE
Casino plans to issue a EUR750 million senior secured term loan B and
a EUR750 million senior secured instrument maturing in 2024. It
intends to use the proceeds to repay existing debt. Casino also
proposes to negotiate a new senior secured revolving credit facility of
about EUR2,000 million maturing in 2023 to replace its previous
facilities expiring between 2019 and 2022.
Assuming the repayment of overdrafts and commercial paper, Moody's
estimates that Casino France's debt will only fall to about EUR7,200
million on 31 December 2019 (including subordinated bonds and excluding
fair value hedges), compared to about EUR7,300 million on
31 December 2018, while the rating agency previously expected a
decline. As a result, the rating agency now forecasts that
Casino's Moody's-adjusted gross debt/EBITDA ratio will remain
at about 6.5x over the next 12 months, while Moody's
previously expected leverage to decline towards 6.2x in 2019 and
5.5x in 2020. Assuming a proportional consolidation of Latin
American subsidiaries, Moody's estimates that leverage is
even be higher, at around 7.5x-8x in 2019.
The level of absolute debt and gross adjusted leverage is considered high
given that the operating environment will continue to pressure margins
over the next 12-18 months. Moody's forecasts that
free cash flow will stay negative even though the company has prudently
cut dividends and is reducing capex. Despite the proposed refinancing
of Casino's debt, interest payments remain high and will continue
to weigh on Casino's operating cash flow.
On the positive side, the documentation of secured debt instruments
will contain provisions limiting payments to shareholders, as well
as covenants compelling Casino to allocate part of its asset disposal
proceeds to debt repayment. This will offset part of the risk that
Rallye would extract value from Casino. Moody's highlights
that any disposal, which would create new minorities within the
group, while positive for liquidity, could have a limited
effect on the deleveraging trajectory when assessed on a proportional
consolidated basis.
Moody's continues to positively view Casino's good market
positions, although its market share in France will decline because
of asset sales, and the company's good track record to date
in executing disposals, which will be key to the company's
ability to reduce debt in the future.
Moody's considers that Casino's liquidity will appear increasingly
fragile in 2020 if the refinancing does not go ahead. While Casino
France had access to EUR2,719 million of committed undrawn credit
facilities as of 30 June 2019, a EUR1,200 million credit facility
will mature in February 2021. The planned refinancing aims at extending
the credit facility maturity to 2023 and to repay part of upcoming debt
maturities.
The rating review process will focus on Casino's ability to successfully
implement its refinancing plan because Casino's liquidity would
deteriorate if the refinancing does not go ahead and if no alternative
solutions are found. While Casino France had access to EUR2,719
million of committed undrawn credit facilities as of 30 June 2019,
a EUR1,200 million credit facility will mature in February 2021.
The planned refinancing aims at extending the credit facility maturity
to 2023 and to repay part of upcoming bond maturities.
ESG CONSIDERATIONS
Although Casino is listed, the group's controlling owner remains
Casino's Chief Executive Officer and chairman of Rallye's
board. This is despite the ongoing debt restructuring of Casino's
controlling holding companies Rallye, Foncière Euris and
Finatis. This situation is credit negative because it could distract
Casino's management at a time when its full attention is required
to address the challenges of the French market.
STRUCTURAL CONSIDERATIONS
Pro forma the proposed refinancing, Casino France would have had
EUR7,517 million of debt as at 30 June 2019, including the
EUR750 million of senior secured term loan B, the EUR750 million
of senior secured instruments, EUR4,059 million of unsecured
bonds issued under its EMTN program, EUR167 million of commercial
paper and EUR441 million of other debts. The EUR750 million senior
secured term loan B as well as the senior secured RCF of about EUR2,000
million have share pledges on key subsidiaries, including Monoprix
and Segisor, the holding company owning the shares of Latin American
operations. The EUR750 million secured instruments has share pledges
on IGC, a subsidiary of Casino owning real estate assets worth EUR1,000
million.
Moody's views the EUR750 million term loan B and the EUR750 million
senior secured instruments as having relatively comparable security values
and rates them B1, one notch above the CFR. The rating agency
considers these instruments as secured but considers the security package
as moderate since it is mostly made of share pledges.
The EUR4,059 million unsecured bonds are ranked in second position,
and are rated B3, one notch below the CFR. The EUR1,350
million subordinated bonds are the most subordinated class of debt and
is rated Caa1, two notches below the CFR.
The probability of default rating is based on a 50% family recovery
assumption, which reflects a capital structure including bonds and
bank debts with financial covenants.
WHAT COULD CHANGE THE RATING UP/DOWN
Moody's would lower Casino's CFR to B3 if it fails to extend
its debt maturities. If the proposed transaction succeeds,
Moody's would confirm the B2 CFR. In that case, maintaining
this rating would require Casino to achieve a Moody's-adjusted
debt/EBITDA of less than 6.5x at the group level, trending
over time to below 6x on the back of gross debt reduction in France.
Negative pressure on the ratings would also materialize if Casino fails
to improve Casino France's free cash flows after dividends and before
asset disposals.
If the refinancing takes place, Moody's may consider a positive
rating action over time if Casino demonstrates an ability to reduce substantially
and sustainably the gross debt of its French operations, leading
to a Moody's-adjusted debt/EBITDA comfortably below 6x and trending
towards 5.5x, generating sustainable free cash-flow
after having reversed the cash burn of Casino France and while maintaining
solid liquidity.
COMPANY PROFILE
With EUR37 billion of reported revenue in 2018, France-based
Casino is one of the largest food retailers in Europe. Its main
shareholder is the French holding Rallye, which owned 52.3%
of Casino's capital and held 61.7% of its voting rights
as of 30 June 2019. Casino's chief executive officer Jean-Charles
Naouri controls Rallye through a cascade of holdings. On 23 May
2019, Rallye and its controlling holdings, namely Foncière
Euris, Finatis and Euris filed for safeguard procedure under French
law.
PRINCIPAL METHODOLOGY
The principal methodology used in these ratings was Retail Industry published
in May 2018. Please see the Rating Methodologies page on www.moodys.com
for a copy of this methodology.
REGULATORY DISCLOSURES
For ratings issued on a program, series, category/class of
debt or security this announcement provides certain regulatory disclosures
in relation to each rating of a subsequently issued bond or note of the
same series, category/class of debt, security 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.
Vincent Gusdorf, CFA
VP - Sr Credit Officer
Corporate Finance Group
Moody's France SAS
96 Boulevard Haussmann
Paris 75008
France
JOURNALISTS: 44 20 7772 5456
Client Service: 44 20 7772 5454
Jeanine Arnold
Associate Managing Director
Corporate Finance Group
JOURNALISTS: 44 20 7772 5456
Client Service: 44 20 7772 5454
Releasing Office:
Moody's France SAS
96 Boulevard Haussmann
Paris 75008
France
JOURNALISTS: 44 20 7772 5456
Client Service: 44 20 7772 5454