London, 04 February 2021 -- Moody's Investors Service ("Moody's") has today
downgraded to Ca-PD from Caa1-PD the probability of default
rating (PDR) of Ferroglobe PLC ("Ferroglobe", or "the
company"). Concurrently, Moody's affirmed the company's
Caa1 corporate family rating (CFR) and the Caa2 instrument ratings on
its guaranteed senior unsecured notes due March 2022. The outlook
on all ratings remains negative.
RATINGS RATIONALE
The downgrade of the PDR to Ca-PD from Caa1-PD follows Ferroglobe's
announcement on 01 February 2021 of a contemplated restructuring of its
capital structure[1], which - if executed as planned
- would be viewed by Moody's as a distressed exchange. Moody's
expects to append the "LD" designation to the PDR at the closing of the
transaction.
The ratings of Ferroglobe's outstanding $350 million senior unsecured
notes due March 2022 have been affirmed at Caa2, reflecting the
expected exchange at par following the proposed transaction, as
well as the subordinated ranking of the notes with respect to the two
asset-based facilities, the $100 million North American
ABL revolver and the €60 million non-recourse factoring program.
The notes remain, therefore, rated one notch below the CFR.
The proposed transaction entails the exchange of the existing senior unsecured
notes at par with new senior secured notes with maturity in December 2025.
Current noteholders shall also receive 3.75% of the equity
in Ferroglobe. The transaction also foresees the issuance of a
new $60 million super-senior secured loan maturing in June
2025 and $40 million of equity increase. After accounting
for transaction-related costs of $26 million, Ferroglobe's
liquidity would improve by $74 million.
Moody's regards the transaction, which would not lead to an immediate
loss for existing bond holders, as a means for the group to address
the refinancing of the upcoming maturities and to avoid a disorderly default
on its current debt structure, which Moody's still considers unsustainable.
Upon completion of the transaction, Moody's expects to reassess
the rating positioning of Ferroglobe, with an expected strengthened
liquidity and debt maturity profile on the back of the proposed debt maturity
extension and new capital injection.
RATIONALE FOR OUTLOOK
The negative outlook reflects the possibility of a downgrade if the proposed
debt restructuring could not be executed as planned, resulting in
a persistently unsustainable capital structure with increasing risk of
a disorderly default with a potentially lower recovery for creditors.
A stabilization of the outlook would require an improved liquidity profile
and tangible signs of an improvement of Ferroglobe's operating performance.
FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS
An upgrade of Ferroglobe's ratings is unlikely pending the execution
of the debt restructuring, upon which Moody's will take into account
the expected strengthening of the group's liquidity profile, combined
with the progress in its operating performance. An upgrade of the
CFR immediately upon execution of the proposed transaction is also considered
unlikely at this stage as the transaction will not reduce Ferroglobe's
debt level. As Moody's has said previously, it would
consider upgrading the ratings over time if the company were able to improve
its operating profitability and credit metrics with Moody's-adjusted
gross debt/EBITDA of less than 6.0x and positive free cash flow
(FCF) generation on a sustained basis.
The ratings could be downgraded should Ferroglobe fail to strengthen its
liquidity situation. Even if Ferroglobe improves its liquidity,
the ratings could be downgraded in case of a protracted market downturn,
preventing any significant recovery in the company's operating profitability
in the next six to 12 months. In particular, a downgrade
could be triggered if its Moody's-adjusted gross debt/EBITDA remains
above 8.0x for a prolonged period.
PRINCIPAL METHODOLOGY
The principal methodology used in these ratings was Manufacturing Methodology
published in March 2020 and available at https://www.moodys.com/researchdocumentcontentpage.aspx?docid=PBC_1206079.
Alternatively, please see the Rating Methodologies page on www.moodys.com
for a copy of this methodology.
COMPANY PROFILE
Headquartered in London, Ferroglobe PLC is a leading producer of
silicon metal and silicon/manganese alloys, with revenue of $1.2
billion in the last twelve months ended September 2020. Ferroglobe,
which is 54% owned by Grupo Villar Mir, S.A.U.
(Grupo Villar Mir), was formed in December 2015 through the combination
of the Europe-based Ferroatlántica, a subsidiary of
the Spanish Villar Mir industrial conglomerate, and the US-based
competitor Globe Specialty Metals Inc. The company is listed on
the NASDAQ and had a market capitalisation of $0.5 billion
as of 01 February 2021.
REGULATORY DISCLOSURES
For further specification of Moody's key rating assumptions and
sensitivity analysis, see the sections Methodology Assumptions and
Sensitivity to Assumptions in the disclosure form. Moody's
Rating Symbols and Definitions can be found at: https://www.moodys.com/researchdocumentcontentpage.aspx?docid=PBC_79004.
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.
The ratings have been disclosed to the rated entity or its designated
agent(s) and issued with no amendment resulting from that disclosure.
These ratings are solicited. Please refer to Moody's Policy
for Designating and Assigning Unsolicited Credit Ratings available on
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Regulatory disclosures contained in this press release apply to the credit
rating and, if applicable, the related rating outlook or rating
review.
Moody's general principles for assessing environmental, social
and governance (ESG) risks in our credit analysis can be found at https://www.moodys.com/researchdocumentcontentpage.aspx?docid=PBC_1243406.
The Global Scale Credit Rating on this Credit Rating Announcement was
issued by one of Moody's affiliates outside the EU and is endorsed
by Moody's Deutschland GmbH, An der Welle 5, Frankfurt
am Main 60322, Germany, in accordance with Art.4 paragraph
3 of the Regulation (EC) No 1060/2009 on Credit Rating Agencies.
Further information on the EU endorsement status and on the Moody's
office that issued the credit rating is available on www.moodys.com.
REFERENCES/CITATIONS
[1] Form 8-K (SEC) 02-Feb-2021
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.
Sven Reinke
Senior Vice President
Corporate Finance Group
Moody's Investors Service Ltd.
One Canada Square
Canary Wharf
London E14 5FA
United Kingdom
JOURNALISTS: 44 20 7772 5456
Client Service: 44 20 7772 5454
Peter Firth
Associate Managing Director
Corporate Finance Group
JOURNALISTS: 44 20 7772 5456
Client Service: 44 20 7772 5454
Releasing Office:
Moody's Investors Service Ltd.
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