London, 09 October 2015 -- Moody's Investors Service has downgraded Uralkali PJSC's corporate
family rating to Ba2 from Ba1, its probability of default rating
to Ba2-PD from Ba1-PD and the senior unsecured rating of
its subsidiary Uralkali Finance Limited to Ba2 from Ba1.
The downgrades reflect the increased risks in Uralkali's corporate
governance and financial policies, and Moody's assessment
that the company's financial profile is no longer commensurate with
the Ba1 rating.
The ratings outlook is stable.
RATINGS RATIONALE
The rating actions reflect Moody's assessment that Uralkali's
corporate governance risks have increased following two share buybacks
in June and September 2015 (both of which were not anticipated by Moody's),
and that the company has shifted towards a more aggressive financial policy.
Following the buybacks, Moody's expects the company's
deleveraging to slow down to around 3x adjusted debt/EBITDA over the next
1-2 years, which is no longer in line with its previous Ba1
rating.
In addition, the two buybacks, totaling $3.13
billion, transformed Uralkali's diversified shareholder structure
into a very concentrated one, dominated by only two major shareholders:
URALCHEM (unrated) and ONEXIM Group (unrated). Such a shareholding
structure is more common for a privately-held company and is associated
with higher corporate governance risks and lower visibility into the company's
financial policies in a longer term.
As a result of the buybacks, the company's free-float
is now down to around 14% from around 28% before the buybacks,
while treasury shares account for more than 40%. A major
portfolio investor, Chengdong Investment Corporation (unrated),
also sold its 12.5% stake during second buyback in September.
Following these changes to its shareholding structure, the company
will likely delist from the London Stock Exchange.
Moody's notes that the size and scale of the buybacks were also
not in line with Uralkali's previously stated conservative financial
policy.
Under its previously policy, Uralkali had targeted to lower its
leverage -- as measured by net debt/EBITDA -- to 2.0x,
against the backdrop of uncertain conditions in the global potash market
and accelerated capex to restore production capacity following the Solikamsk-2
mine accident in November 2014. However, the buybacks --
funded by a combination of debt and cash reserves -- have increased
Uralkali's leverage to above this target and reduced its cash reserves,
signaling the company's shift towards a more aggressive financial
policy and its tolerance for higher leverage.
Given these increased corporate governance risks and shift in financial
policy, Moody's believes the company's shareholder structure
and financial policies may be subject to alterations. Further buybacks
cannot be ruled out in the medium term, which may cause the company
to further revise its tolerance for leverage.
As a result, and subject to the RUB/USD exchange rate, Moody's
believes Uralkali's adjusted gross leverage (adjusted total debt/EBITDA)
could increase to around 3.7x by end-2015 from about 3.1x
as of June 2015, before falling slightly to 3.0x by 2016-17.
These levels are above Moody's guidance for the Ba1 rating.
Moody's assumption also factors in Uralkali's accelerated
capex, a potential decline in potash prices, the economic
slowdown in China, and country risks in Russia.
Uralkali's Ba2 ratings continue to reflect its strong position as
a global major potash producer with sufficient financial flexibility,
underpinned by cost leadership (with adjusted EBITDA margins for the 12
months to June 2015 at 58.5%) and strong cash flow generation
leveraged by the weak rouble.
Moody's particularly notes that following the buybacks, the
company's liquidity remains good. Uralkali has sufficient
cash to cover its debt obligations through the end of 2016. The
company's liquidity is supported by its strong cash generation capacity
and benefits from confirmed access to Russian and western banks'
committed facilities.
RATING OUTLOOK
The stable outlook reflects Moody's expectation that its strong
market and very competitive cost positions will help Uralkali maintain
sufficient headroom within the parameters of its Ba2 ratings and support
its good liquidity.
WHAT COULD CHANGE THE RATING - DOWN
The ratings could be downgraded if (1) the company's liquidity profile
deteriorates; (2) adjusted debt/EBITDA exceeds 3.5x on a sustained
basis; and (3) its cash flow generation weakens, with retained
cash flow (RCF)/net debt falling below 25% on a sustained basis.
WHAT COULD CHANGE THE RATING - UP
Upward ratings pressure could emerge if, in Moody's view,
the company is able to deleverage, with adjusted debt/EBITDA below
2.5x and RCF/net debt above 40% on a sustained basis,
while maintaining good liquidity.
The current guidance does not factor in the event risk, which will
be assessed separately.
The principal methodology used in these ratings was Global Chemical Industry
Rating Methodology published in December 2013. Please see the Credit
Policy page on www.moodys.com for a copy of this methodology.
Uralkali PJSC is one of the largest potash producers by capacity globally.
In the 12 months to June 2015, Uralkali generated revenue of $3.4
billion and adjusted EBITDA of around $2.0 billion.
REGULATORY DISCLOSURES
For ratings issued on a program, series or category/class of debt,
this announcement provides certain regulatory disclosures in relation
to each rating of a subsequently issued bond or note of the same series
or category/class of debt 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 rating action on the support provider and in relation to each particular
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 rating action, and
whose ratings may change as a result of this 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.
Ekaterina Botvinova
Vice President - Senior Analyst
Corporate Finance Group
Moody's Investors Service Limited, Russian Branch
7th floor, Four Winds Plaza
21 1st Tverskaya-Yamskaya St.
Moscow 125047
Russia
JOURNALISTS: 44 20 7772 5456
SUBSCRIBERS: 44 20 7772 5454
Victoria Maisuradze
Associate Managing Director
Corporate Finance Group
JOURNALISTS: 44 20 7772 5456
SUBSCRIBERS: 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
SUBSCRIBERS: 44 20 7772 5454
Moody's downgrades Uralkali's ratings to Ba2; outlook stable