Madrid, June 18, 2015 -- Moody's Investors Service has today placed Telekom Slovenije d.d.'s
Ba2 corporate family rating (CFR), Ba2-PD probability of
default rating (PDR) and Ba2 senior unsecured rating on review for downgrade.
The rating action follows the announcement that SDH, the Slovenian
sovereign holding company which is coordinating the sale of Telekom Slovenije,
has rejected the additional conditions made by financial sponsor Cinven
in its binding bid dated 9 June 2015, although it accepted the binding
bid dated 20 May 2015. SDH said it was still prepared to complete
the transaction without those conditions, while Cinven said that
it remains interested in the privatisation of Telekom Slovenije and is
open to re-evaluate the situation. The final decision will
be known in the coming weeks.
"The rejection of the adjusted bid represents a further delay in
the sale process of Telekom Slovenije, while in our view,
on a stand-alone basis, the company retains a weak liquidity
profile," says Iván Palacios, a Moody's Vice
President - Senior Credit Officer and lead analyst for Telekom
Slovenije.
"As such, the principal focus of our review will be the company's
ability to address its weak liquidity profile, which will further
deteriorate with the payment of dividends in August, as well as
the pending maturity of a large bond in December 2016. The protracted
nature of the privatisation process, which started two years ago,
has delayed any actions to bolster the company's liquidity profile,"
says Mr Palacios.
"If a deal between SDH and Cinven is ultimately reached, this
would likely incorporate a refinancing of the existing debt and the sponsor
may put in place additional liquidity sources, but it could also
potentially involve additional leverage in light of the private equity
nature of the current bidder", adds Mr Palacios.
RATINGS RATIONALE
Moody's currently envisages two scenarios for Telekom Slovenije:
(1) SDH and Cinven fail to reach an agreement and the sale process is
discontinued, leaving Telekom Slovenije's existing shareholder
and capital structure unchanged; or (2) SDH and Cinven finally reach
an agreement for the sale of Telekom Slovenije by which Cinven acquires
the government's stake in the company. The rating will likely
face downward pressure under the two scenarios.
If SDH and Cinven fail to reach an agreement in the near-term and
the sale process is discontinued, Telekom Slovenije will need to
quickly find a solution to its refinancing needs over the next 18 months.
The company's liquidity profile is already weak, owing to
its small cash balance (only EUR6 million as of March 2015), its
lack of long-term committed bank facilities, and its high
reliance on the Slovenian banking sector (with bank deposit ratings in
the range of B2-B3). Moody's expects that Telekom
Slovenije's liquidity profile will weaken further due to the company's
confirmed plan to pay a EUR65 million dividend in August 2015, for
which it will have to use most of its available short-term bank
facilities. Moreover, the company will face significant refinancing
needs, including the maturity of its EUR300 million bond in December
2016.
A successful sale to Cinven might resolve the liquidity pressures as the
financing package will likely include the refinancing of all existing
debt and a more stable liquidity management framework. However,
in line with the private equity nature of the buyer, the bid is
likely to be backed by a debt-heavy financing package which would
substantially raise the leverage of the company from the current low levels
of around 2.0x-2.5x debt / EBITDA (as adjusted by
Moody's). The levels of indebtedness at the company could
materially increase as a result of the acquisition by Cinven and credit
metrics could deteriorate as a result.
The review process will focus on the company's plans to shore up
its liquidity profile in the absence of an acquisition by Cinven.
If an agreement between SDH and Cinven is finally reached, the review
will also focus on the strategic and financial implications of the takeover,
including the proposed debt leverage and debt capital structure profile.
WHAT COULD CHANGE THE RATING DOWN/UP
Prior to the rating review process, Moody's said that the
rating could come under downward pressure if (1) Telekom Slovenije's liquidity
profile deteriorates significantly; (2) refinancing risk for the
2016 bond maturity increases; or (3) the company's financial flexibility
otherwise weakens.
Telekom Slovenije's ratings could also come under downward pressure if
(1) the company's underlying operating performance were to weaken beyond
current expectations as a result of macroeconomic or other considerations;
or (2) the company were to make large extraordinary shareholder distributions,
or material debt-financed acquisitions, investments or cash
calls as a result of litigation such that its credit metrics deteriorated
(including adjusted retained cash flow (RCF)/debt sustainably below 25%
and adjusted debt/EBITDA towards 2.5x).
Prior to the rating review process, Moody's said that upward
rating pressure would require an improvement in Telekom Slovenije's liquidity
profile and higher visibility with regard to the company's refinancing
plans for the 2016 bond maturity. The development of positive pressure
on Telekom Slovenije's rating will also require (1) the stabilisation
of the macroeconomic and operating environment; and (2) the company
to sustain adjusted debt/EBITDA well below 2.0x, and substantial
positive free cash flow generation on a sustainable basis.
PRINCIPAL METHODOLOGY
The principal methodology used in these ratings was Global Telecommunications
Industry published in December 2010. Please see the Credit Policy
page on www.moodys.com for a copy of this methodology.
Domiciled in Ljubljana, Slovenia, Telekom Slovenije d.d.
is an integrated telecommunications provider in Slovenia, with a
presence in Kosovo, Macedonia, Bosnia and Herzegovina,
Croatia and Montenegro. In 2014, Telekom Slovenije reported
operating revenues of EUR756 million and EBITDA of EUR170 million.
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.
Ivan Palacios
VP - Senior Credit Officer
Corporate Finance Group
Moody's Investors Service Espana, S.A.
Calle Principe de Vergara, 131, 6 Planta
Madrid 28002
Spain
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Michael J. Mulvaney
MD - Corporate Finance
Corporate Finance Group
JOURNALISTS: 44 20 7772 5456
SUBSCRIBERS: 44 20 7772 5454
Releasing Office:
Moody's Investors Service Espana, S.A.
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Moody's places Telekom Slovenije's Ba2 ratings on review for downgrade