Paris, January 25, 2021 -- Moody's Investors Service ("Moody's") has downgraded
Intralot S.A.'s ("Intralot") corporate
family rating ("CFR") to Ca from Caa2, its probability of default
("PDR") to Ca-PD from Caa2-PD and the instrument rating
of its guaranteed senior unsecured notes, issued by Intralot Capital
Luxembourg S.A., to Ca from Caa2. The outlook
on all ratings remains negative.
On 14 January 2021, Intralot announced that it entered into a lock-up
agreement in support of a new proposed capital structure with an ad hoc
group ("AHG") of bondholders[1] who represent 75%
of the senior unsecured notes due 2021 ("2021 SUNs") and 13%
of the senior unsecured notes due 2024 ("2024 SUNs").
Intralot is offering to exchange the full EUR250 million of 2021 SUNs
for EUR205 million of new senior secured notes due 2025 ("2025 SSNs")
issued by Intralot Inc.. In parallel, the company
is offering to exchange part of the EUR500 million 2024 SUNs for up to
49% of the share capital of an indirect parent of Intralot Inc.
Both exchanges are cross-conditional.
Upon completion, Moody's will likely consider the debt haircut,
maturity extension and debt-to-equity swap as a distressed
exchange.
RATINGS RATIONALE
Today's rating action reflects the very high likelihood of default
and weaker recovery expected as a result of the new proposed capital structure
and in particular the debt to equity swap. There is also still
some uncertainty with regards to the company's operating performance
over the next 12-18 months and whether this will be sufficient
to support a sustainable capital structure over the longer-term,
even with the proposed debt restructuring.
There are some uncertainties as to whether the proposed restructuring
will proceed as planned and what the final capital structure will be.
This is because the proposed transaction is dependent on the approval
of holders outside the AHG who are eligible to tender up to EUR110 million
of the 2024 SUNs. If successful, the debt haircut could therefore
rise from EUR113 million (EUR45 million for the 2021 SUNs and EUR68 million
backstop commitment for the 2024 SUNs provided by the AHG) to EUR223 million.
Depending on the final terms of the proposed debt restructuring it is
likely that there will be a weaker recovery on the 2024 SUNs compared
to the new 2025 SSNs (former 2021 SUNs) because of the difference in security
package and position within the corporate structure.
Moody's believe that a sustained recovery in the company's
profitability will be constrained by the prolonged period of coronavirus-related
disruptions and the tenuous macroeconomic recovery Moody's forecasts
for 2021. Furthermore, Intralot has become highly reliant
on its US division where the outlook remains uncertain because of a limited
visibility on the run-rate EBITDA in this jurisdiction.
STRUCTURAL CONSIDERATIONS
The EUR250 million 2021 SUNs and EUR500 million 2024 SUNs rank pari passu
and share the same guarantee packages. However, in accordance
with the proposed terms, the 2024 SUNs would become structurally
subordinated to the new 2025 SSNs (former 2021 SUNs). The new 2025
SSNs will be issued within a separated restricted group and will benefit
from the security on certain US assets, the main contributors to
profit.
LIQUIDITY
Moody's considers that Intralot's liquidity is weak due to
the maturity of the EUR250 million bonds in September 2021. However,
the contemplated exchanges will push this maturity to at 2024 and will
reduce the interest burden by EUR7-13 million, depending
on the amount of 2024 SUNs tendered.
As of September 2020, the company reported EUR98 million of non-restricted
cash on its balance sheet.
FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS
Upward pressure on the ratings could arise if the recovery on the ratings
is higher than forecast by Moody's, which could be supported
by a stronger and more sustainable recovery in profitability leading to
positive free cash flow. A positive rating action would require
that Intralot completes successfully the proposed distressed exchange
in a manner that leaves it with adequate liquidity.
The ratings could be downgraded if the debt restructuring causes a lower
recovery than the one implied by the Ca CFR.
PRINCIPAL METHODOLOGY
The principal methodology used in these ratings was Gaming Methodology
published in October 2020 and available at https://www.moodys.com/researchdocumentcontentpage.aspx?docid=PBC_1244702.
Alternatively, please see the Rating Methodologies page on www.moodys.com
for a copy of this methodology.
COMPANY PROFILE
Headquartered in Athens, Intralot is a global supplier of integrated
gaming systems and services. The company designs, develops,
operates and supports customized software and hardware for the gaming
industry and provide technology and services to state and state licensed
lottery and gaming organizations worldwide. It operates a diversified
portfolio across 42 jurisdictions and is listed on the Athens stock exchange.
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
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_1243406.
The Global Scale Credit Rating on this Credit Rating Announcement was
issued by one of Moody's affiliates outside the UK and is endorsed
by Moody's Investors Service Limited, One Canada Square,
Canary Wharf, London E14 5FA under the law applicable to credit
rating agencies in the UK. Further information on the UK endorsement
status and on the Moody's office that issued the credit rating is
available on www.moodys.com.
REFERENCES/CITATIONS
[1] "Intralot enters into a binding lock-up agreement
with key noteholders in support of the proposed capital structure"
Press Release posted on the 14th January 2021 and available on the following
link: https://www.intralot.com/files/INTRALOT_Announcement_Jan__14_2021_EN.pdf
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.
Florent Egonneau
Asst Vice President - Analyst
Corporate Finance Group
Moody's France SAS
96 Boulevard Haussmann
Paris 75008
France
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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
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