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Rating Action:

Moody’s downgrades Saga’s corporate family and senior debt ratings to B1; outlook negative

03 July 2020


London , July 3, 2020 – Moody's Investors Service, ("Moody's") has today downgraded Saga Plc's ("Saga" or "the group") corporate family rating (CFR) and backed senior unsecured debt ratings to B1 from Ba2, and the probability of default rating to B1-PD from Ba2-PD. The outlook has changed to negative from ratings under review.

This rating action concludes the review for downgrade that commenced on 18 March 2020, and reflects the significant deterioration expected in Saga's financial profile as a result of the coronavirus-related suspension of the group's travel and cruise operations along with ongoing uncertainty around time frame within which it will resume these operations on a profitable basis.

The rapid spread of the coronavirus outbreak and deteriorating global economic outlook are creating a severe and extensive credit shock, with the travel and cruise sectors being significantly affected given the exposure to increased travel restrictions. Specifically for Saga, the group remains vulnerable to the continued uncertainty around the pace of recovery from the outbreak.

The negative outlook reflects the significant uncertainty around the timeline for resuming travel and cruise operations and therefore the ability of the group to repay or refinance the term loan repayable in 2022.

RATINGS RATIONALE

The ratings were downgraded to B1 from Ba2 to reflect the significant deterioration in Saga's profitability and debt leverage as a result of the ongoing suspension of its travel and cruise operations, along with additional pressure on liquidity expected in the event of a more severe stress wherein cruise operations remain suspended into 2021. These pressures increase the risk of Saga breaching the debt covenants on its term loan and bank facilities during 2021 and diminish the group's ability to repay or refinance its term loan maturing in 2022. Further, Moody's believes that debt leverage will now remain at elevated levels for a prolonged period after resumption of travel and cruise operations.

In addition, while the group's insurance division is performing well and currently supports the group's compliance with debt covenants, the significant losses being incurred in the travel and cruise divisions leave little margin for deterioration in the insurance result or for deviation from the level of expense reductions that Saga plans to achieve over the next few months. Moody's noted that the group's ability to trade through this crisis will be significantly impacted by the actions of its customers, bank lenders and counterparties, and the extent to which they maintain confidence in Saga's forward-looking prospects.

Saga's ratings are supported by the group's well established and highly trusted affinity brand, diversified business profile that includes insurance broking and underwriting, travel and cruise operations catering to the over 50's in the United Kingdom, historically solid underlying EBITDA and net profit margin, which we expect to remain healthy with regards to the insurance operations but to be significantly reduced at the group level over the next two years due to the coronavirus-related disruption to its travel and cruise businesses.

Saga's profitability had deteriorated prior to the effects of coronavirus, with reported underlying profit before tax (PBT) declining to £109.9 million for the year ended 31 January 2020 from £180.1 million in the prior year, mainly the result of diminished earnings from its insurance division, albeit that this division continues to generate good profitability. While travel and cruise contributed approximately £19.8 million to the group's underlying PBT (£58.3 million to EBITDA) for the year ended 31 January 2020, these divisions are currently loss making, with Saga reporting a combined cash "burn" costs for these businesses of between £6 million and £8 million per month. In addition, Saga has incurred restructuring costs as it seeks to reduce its cost base, and Moody's expects that these deep cost savings necessary to reduce the cash "burn" will make it more difficult for Saga to retain the franchise value of its tour operations once the suspension ends.

The group's debt leverage is very high with Moody's estimate of gross debt at the end of May 2020 at approximately £675 million and net debt of approximately £645 million at that date. Excluding the ship debt – which is not considered in calculating the group's covenants with its bank lenders – Moody's estimates gross debt of approximately £440 million at the end of May 2020 and £420 million at the end of January 2021.

Moody's expects Saga's Debt-to-EBITDA leverage to remain within the revised covenants on its bank term loan and revolving credit facility (RCF) (4.75x) should the group be able to significantly reduce the cash "burn" rate and resume cruise operations during 2020. However, the rating agency believes that Saga's ability to maintain covenant compliance will be challenged if the suspension extends into 2021. In addition Moody's believes that the group's ability to repay or refinance upcoming debt maturities will become increasingly stretched the longer the suspension continues, although Moody's continues to believe that bank lenders are incentivized to exercise continued forbearance in the event of Saga breaching the revised covenants given the strength of the underlying franchise.

Moody's expects Saga to be able to maintain sufficient liquidity in the event of cruise operations resuming operations in 2020, assuming it continues to benefit from a high retention of advance customer receipts (£43 million at end of May 2020) on canceled cruise departures. However, in the event of more cruise customers requesting refunds or the group's inability to resume tour and cruise operations, Moody's expects the group's liquidity to come under increasing pressure and for it to draw down, at least partially, on the remaining capacity within its RCF.

We regard the coronavirus outbreak as a social risk under our ESG framework, given the substantial implications for public health and safety and therefore this action reflects a crystalisation of the societal risks that Saga are exposed to.

OUTLOOK

The negative outlook reflects the significant uncertainty around the timeline for resuming travel and cruise operations, which is largely dependent on the evolution of the virus and the UK Government's ongoing response thereto. Most immediately, the negative outlook also reflects the risk of Saga's lenders exhibiting less flexibility in the event of the group breaching its debt covenants in 2021, along with the rising risk to its ability to repay or refinance the term loan when it matures in May 2022. These concerns are somewhat alleviated by Saga's strong franchise, as demonstrated by ongoing customer demand for its products and services, and good underlying profitability of its insurance division, which should incentivise lenders' and investors' ongoing support for the group.

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

Moody's says the rating the following factors would likely lead to a further downgrade of Saga's ratings: (i) indications that suspension of the group's cruise and tour operations will extend into 2021 or of the group being likely to breach its debt covenants, (ii) deterioration in the group's retention of advance customer receipts and increasing strain on liquidity as a result of elevated refunds to customers, (iii) indications that Debt-to-EBITDA leverage (Moody's calculation, including ship debt) will remain above 6x beyond fiscal year-end 2022, (iv) deterioration in profitability of Saga's insurance operations.

Given the negative outlook, there is limited likelihood of an upgrade to Sagas' ratings at this stage, however the rating could be stabilized in the event of Saga being able to resume tour and cruise operations during 2020, or the group taking steps to reduce its leverage. Moody's added that a faster than expected return to profitability of its travel and cruise operations would result in upward pressure on the rating.

PRINCIPAL METHODOLOGY

The principal methodology used in these ratings was Insurance Brokers and Service Companies published in June 2018 and available at https://www.moodys.com/researchdocumentcontentpage.aspx?docid=PBC_1121967 . 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.

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_1133569 .

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

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.

Brandan Holmes
VP-Sr Credit Officer
Financial Institutions Group
Moody's Investors Service Ltd.
One Canada Square
Canary Wharf
London
United Kingdom
JOURNALISTS : 44 20 7772 5456
Client Service : 44 20 7772 5454

Simon James Robin Ainsworth
Associate Managing Director
Financial Institutions Group
JOURNALISTS : 44 20 7772 5456
Client Service : 44 20 7772 5454

Releasing Office :
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

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