New York, January 28, 2021 -- Moody's Investors Service ("Moody's") has placed
the ratings of Schweitzer-Mauduit International, Inc.
("SWM") on review for downgrade, including the Ba3 corporate
family rating ("CFR"), Ba3-PD probability of
default rating and the B2 senior unsecured rating. The SGL-2
speculative grade liquidity rating is unchanged.
These actions follow SWM's plan to acquire UK-based Scapa
Group Plc ("Scapa") -- a manufacturer of bonding products
and adhesive components for healthcare and industrial applications -
in a transaction valued at approximately GBP403 million (or $552
million), expected to close in the second quarter of 2021.
The review is expected to be completed within several weeks. A
rating downgrade, if any, is likely to be limited to one notch.
RATINGS RATIONALE / FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE
OF THE RATINGS
Moody's review will consider: (1) the expected capital structure
and leverage of SWM post-close, and the prospects and pace
for deleveraging based on Moody's expectation for cash flow and
profitability; (2) the integration risks, as this is a sizeable
investment for SWM, including potential cash costs and/or business
disruption; (3) the strategic and financial policy changes for SWM
implied by the acquisition; (4) SWM's financial performance
going forward, including its free cash flow generation and overall
liquidity; and (5) SWM's competitive position in its Advanced
Materials & Structures ("AMS") segment once Scapa is integrated,
including the effects of the coronavirus pandemic on the business and
end markets.
The acquisition will increase SWM's debt meaningfully, with
pro forma total debt-to-EBITDA (including Moody's
standard adjustments) likely to exceed the mid 4x range upon close,
compared to around 3x at this time. This is elevated for SWM's
risk profile and well above the company's current net leverage target
of 2.5x-3.5x (versus 4x -- 4.5x transaction
leverage), as the company calculates. Nonetheless,
the Scapa acquisition is consistent with SWM's actions to reduce
exposure to its Engineered Products segment, and increase the company's
position on growth markets.
Moody's took the following actions:
On Review for Possible Downgrade:
..Issuer: Schweitzer-Mauduit International,
Inc.
....Probability of Default Rating, Placed
on Review for Downgrade, currently Ba3-PD
....Corporate Family Rating, Placed
on Review for Downgrade, currently Ba3
....Senior Unsecured Regular Bond/Debenture,
Placed on Review for Downgrade, currently B2 (LGD5)
....Outlook, Changed To Rating Under
Review From Stable
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.
Schweitzer-Mauduit International, Inc. is a producer
of specialty materials focused on resin-based nets, films
and other non-wovens through its Advanced Materials & Structures
segment and fiber-based cigarette papers and reconstituted tobacco
products through its Engineered Papers segment. Revenues for latest
twelve-month period ended September 30, 2020, were
approximately $1 billion. Scapa Group Plc is a manufacturer
of adhesives, coatings and topicals through its healthcare segment,
and specialty tapes for various end markets in its industrial segment.
Scapa's revenues approximated GBP282 million (or $361
million).
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
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same series, category/class of debt, security or pursuant
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issued on a support provider, this announcement provides certain
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support provider and in relation to each particular credit rating action
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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
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to rated entity, Disclosure from rated entity.
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Regulatory disclosures contained in this press release apply to the credit
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review.
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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
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The Global Scale Credit Rating on this Credit Rating Announcement was
issued by one of Moody's affiliates outside the UK and is endorsed
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for additional regulatory disclosures for each credit rating.
Yvonne Njogu
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
Robert Jankowitz
MD - Corporate Finance
Corporate Finance Group
JOURNALISTS: 1 212 553 0376
Client Service: 1 212 553 1653
Releasing Office:
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