Frankfurt am Main, November 12, 2020 -- Moody's Investors Service (Moody's) today placed Unibail-Rodamco-Westfield
SE's (URW) ratings on review for downgrade, including its Baa1 issuer
and senior unsecured ratings as well as the Baa3 junior subordinated ratings.
The outlook has changed to ratings under review from stable. The
review action reflects the failed capital raise that was anticipated to
support credit metrics in a period of operational challenges.
A full list of all affected ratings can be found at the end of this press
release.
RATINGS RATIONALE / FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE
OF THE RATINGS
As part of its RESET plan, URW intended to raise equity capital,
cut dividends and reduce capital spending in an effort to sustainably
strengthen its balance sheet by reducing debt. In an extraordinary
general meeting on 10 November 2020, the resolution to raise equity
failed to receive sufficient support from shareholders. Our rating
assessment expected the capital raise to be approved, hence leverage
metrics will be weaker than expected unless alternative deleveraging methods
will be executed. On a pro-forma basis based on H1 2020,
the capital raise would have resulted in a reduction of Moody's-adjusted
debt/assets by around 5.4%, and a decline of net debt/EBITDA
by around 1.6x. Without further measures implemented,
our leverage forecasts exceed the level commensurate with its current
Baa1 rating level. Furthermore, and independent of the impact
on credit metrics, the failed capital raise highlights weak access
to equity capital and suggests a higher leverage tolerance for the company
at this point.
The review for downgrade will consider any actionable alternatives the
company intends to pursue to delever the company that matches the extent
of the failed capital raise, attached execution risks and timeframe
those alternative measures contain, and to what extend leverage
tolerance has changed for the company in the next year or two.
Moody's understands the company still remains committed to strengthen
its capital structure through all measures under the RESET plan other
than the equity raise, but no updated plan to further delever the
company has been presented so far. A consortium of investors has
brought forward an alternative plan, suggesting to sell its US business,
which Moody's believes would contain a very high degree of execution
risk. The additional request to add three members to URW's
board of directors was approved by the general meeting.
Moody's notes that the operating environment has weakened as full
or partial lockdowns have been imposed in a number of European countries.
While end of October the largest part of URWs centres were open,
most non-essential shops in Europe are closed or will likely suffer
from strongly reduced footfall and sales in November. Moody's
expects a weak operating performance in November, triggering an
additional amount of tenant insolvencies, especially if the crucial
Christmas sales period is impacted by the restrictions and the reduced
footfall.
Despite the weaker operating environment, recent news around a vaccine
against COVID-19 with a high efficacy rate becoming potentially
available in the short term reduces the risk of a prolonged period of
business restrictions throughout the largest part of 2021. If a
vaccine was found in the next months, it will also help to execute
potential asset sales and provides retailers with a perspective on a potential
return to normal for their store network.
LIQUIDITY
URW retains a solid liquidity position. In addition to €3.2
billion of cash on balance sheet as of September 2020, the company
had access to more than €9billion of undrawn credit facilities (RCF).
Even when excluding expiring RCFs from available sources, available
liquidity including expected FFO exceeds all cash outflows including CAPEX
and dividends for more than the next 18 months. The company also
still has substantial buffers under its standard covenants.
An upgrade is unlikely at this point given the review for downgrade.
Moody's will likely downgrade the ratings unless URW shows a credible
alternative for delevering the company with limited execution risks in
a timely manner to a leverage level in line with our previous expectations
that included a capital raise. A changed leverage tolerance and
target can also lead to a downgrade of the ratings. Rating pressure
can also stem from larger than anticipated pressure on operating performance
through retailer distress or lack of consumer spending in malls.
Other factors that could lead to a downgrade include Moody's-adjusted
debt/asset failing to reduce below 50%, net debt/EBITDA fails
to remain below 12x, or fixed charge cover sustains below 3.25x
in 2021.
LIST OF AFFECTED RATINGS:
..Issuer: Unibail-Rodamco-Westfield
SE
Placed On Review for Downgrade:
.... LT Issuer Rating, currently Baa1
....BACKED Junior Subordinate Regular Bond/Debenture,
currently Baa3
....BACKED Senior Unsecured Medium-Term
Note Program, currently (P)Baa1
....BACKED Senior Unsecured Regular Bond/Debenture,
currently Baa1
Outlook Actions:
....Outlook, Changed To Ratings Under
Review From Stable
..Issuer: Rodamco Sverige AB
Placed On Review for Downgrade:
....BACKED Senior Unsecured Medium-Term
Note Program, currently (P)Baa1
Outlook Actions:
....No Outlook
..Issuer: WEA Finance LLC
Placed On Review for Downgrade:
....BACKED Senior Unsecured Regular Bond/Debenture,
currently Baa1
Outlook Actions:
....Outlook, Changed To Ratings Under
Review From Stable
..Issuer: WFD Trust
Placed On Review for Downgrade:
....BACKED Senior Unsecured Regular Bond/Debenture,
currently Baa1
Outlook Actions:
....Outlook, Changed To Ratings Under
Review From Stable
PRINCIPAL METHODOLOGY
The principal methodology used in these ratings was REITs and Other Commercial
Real Estate Firms published in September 2018 and available at https://www.moodys.com/researchdocumentcontentpage.aspx?docid=PBC_1095505.
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.
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.
Oliver Schmitt
VP - Senior Credit Officer
Corporate Finance Group
Moody's Deutschland GmbH
An der Welle 5
Frankfurt am Main 60322
Germany
JOURNALISTS: 44 20 7772 5456
Client Service: 44 20 7772 5454
Anke Rindermann
Associate Managing Director
Corporate Finance Group
JOURNALISTS: 44 20 7772 5456
Client Service: 44 20 7772 5454
Releasing Office:
Moody's Deutschland GmbH
An der Welle 5
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Germany
JOURNALISTS: 44 20 7772 5456
Client Service: 44 20 7772 5454