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Rating Action:

Moody's downgrades Guitar Center's CFR to Ca following distressed exchange

21 May 2020

New York, May 21, 2020 -- Moody's Investors Service (Moody's) downgraded Guitar Center Inc.'s (GCI) ratings following the company's entry into a transaction support agreement (TSA) on May 13, 2020 with the majority of its lenders. Moody's downgraded GCI's corporate family rating (CFR) to Ca from Caa3, probability of default rating (PDR) to Ca-PD/LD from Caa3-PD, secured notes rating to Caa3 from Caa2 and unsecured notes rating to C from Ca. The "/LD" probability of default rating designation indicates a limited default and will be removed after 3 business days. The outlook remains negative.

Moody's views the TSA as a distressed exchange for the secured and the unsecured notes, because it resolves the company's missed April 15, 2020 interest payments on its notes, and represents an economic loss relative to the original obligations. The downgrades reflect the high likelihood of further restructuring transactions to address the company's high leverage and upcoming maturities.

"While the transaction addresses the company's missed April 15 interest payments and alleviates liquidity stress, it does not fundamentally change GCI's capital structure, which in Moody's view remains untenable," said Moody's analyst Raya Sokolyanska.

The transaction contemplates that supporting parties of the $635 million 9.5% secured notes due 2021 (representing 63.36% of the secured noteholders) will purchase $32 million of new super priority notes due 2022, the proceeds of which will pay the April 15 secured notes interest payment. In addition, the company's $358 million 13% (5% cash, 8% pay-in-kind) unsecured notes due April 2022 will be exchanged into 107.75% principal of new unsecured notes with essentially the same terms. The unsecured notes' April 15 interest payment will be canceled. GCI's $7 million 9.625% unsecured notes due April 2020 will be exchanged into $5 million additional secured notes.

Moody's took the following rating actions for Guitar Center Inc.:

.... Corporate family rating, downgraded to Ca from Caa3

.... Probability of default rating, downgraded to Ca-PD/LD from Caa3-PD

.... $635 million senior secured regular bond/debenture due October 2021, downgraded to Caa3 (LGD3) from Caa2 (LGD3)

.... $325 million ($358 million outstanding amount) senior unsecured regular bond/debenture due April 2022, downgraded to C (LGD5) from Ca (LGD5)

. Outlook, remains negative

RATINGS RATIONALE

The Ca CFR reflects Moody's view that Guitar Center faces a heightened probability of a debt restructuring as a result of its October 2021 secured notes maturity, high leverage and expected earnings deterioration over the next 12 months. The proposed transaction will increase debt by up to $60 million to an estimated $1.336 billion as of March 2020. Moody's expects leverage to increase significantly in 2020 from 7 times (Moody's-adjusted, as of February 1, 2020, pro-forma for the transaction), driven by steep EBITDA declines from COVID-19-related temporary store closures and weak consumer spending. While the company's e-commerce sales and cost reduction measures will mitigate the initial impact of store closures, demand for musical instruments is highly discretionary and unlikely to recover rapidly when stores reopen. Moody's expects the company to have weak liquidity over the next 12-18 months. The rating also reflects governance risks, specifically aggressive financial strategies associated with GCI's ownership. In addition, as a retailer, GCI needs to make ongoing investments in its brand and infrastructure, as well as in social and environmental drivers including responsible sourcing, product and supply sustainability, privacy and data protection.

GCI's enterprise value is supported by its leading market position and very strong brand awareness within the highly fragmented specialty retailing segment for musical instrument sales and rentals. The company's revenue and earnings increases over the past several years prior to the coronavirus outbreak also support the ratings.

The negative outlook reflects the elevated risk of near-term default.

FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS

The ratings could be downgraded if Moody's estimates of recovery in an event of default decline.

The ratings could be upgraded if the company addresses its capital structure and debt maturities in a manner that leaves it with adequate liquidity.

Guitar Center Inc. (GCI) is the largest retailer of music products in the United States based on revenues. The company operates stores and websites under the Guitar Center and Music & Arts brands, and the Musician's Friend website. GCI has been controlled by Ares Partners following a distressed exchange in 2014. Revenues for the fiscal year ended February 1, 2020 were approximately $2.3 billion.

The principal methodology used in these ratings was Retail Industry published in May 2018 and available at https://www.moodys.com/researchdocumentcontentpage.aspx?docid=PBC_1120379. Alternatively, please see the Rating Methodologies page on www.moodys.com for a copy of this methodology.

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.

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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 its website www.moodys.com.

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_1133569.

At least one ESG consideration was material to the credit rating action(s) announced and described above.

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.

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Raya Sokolyanska
Vice President - Senior 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

Margaret Taylor
Associate Managing Director
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

No Related Data.
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