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Rating Action:

Moody’s rates Jones DesLauries’ senior secured notes B2

01 March 2023


USD500 million of senior secured notes rated

New York , March 1, 2023 – Moody's Investors Service ("Moody's") has assigned a B2 rating to USD500 million of seven-year senior secured notes being issued by Jones DesLauriers Insurance Management Inc. (Jones DesLauriers, corporate family rating B3), a wholly owned subsidiary of Navacord Corp. (Navacord), a leading Canadian insurance broker. The notes are being offered to institutional investors and will rank pari passu with existing senior secured credit facilities. Net proceeds from the offering will be used to partially refinance the company's existing term loan, and to help fund acquisitions. The rating outlook for Jones DesLauriers is unchanged at stable.

RATINGS RATIONALE

According to Moody's, the company's ratings reflect Navacord's growing market presence as the fourth-largest commercial lines insurance broker in Canada generally serving middle market clients. The company has a good mix of business across commercial and personal property & casualty insurance and employee benefits, with specialties in construction and transportation. The company is diversified geographically across Canada, particularly in Ontario, Alberta and British Columbia. Navacord has produced strong organic growth in the low double digits in past years, supporting healthy EBITDA margins in the mid-30s (per Moody's calculations). The company has also completed 69 acquisitions since November 2018, operating a decentralized model that allows acquired entities to manage their business fairly autonomously while benefitting from Navacord's centralized services.

These strengths are tempered by Navacord's aggressive financial leverage and low fixed charge coverage, execution risk associated with acquisitions, and limited scale relative to other rated insurance brokers. Navacord also faces potential liabilities arising from errors and omissions, a risk inherent in professional services.

Giving effect to the proposed transaction, Moody's estimates that Navacord's pro forma debt-to-EBITDA ratio will be close to 7.5x, with (EBITDA-capex) coverage of interest of 1.0x-1.5x and a free-cash-flow-to-debt ratio in the low single digits. These pro forma metrics include Moody's adjustments for operating leases, certain other debt-like obligations, and run-rate earnings from acquisitions. Moody's expects the company to improve its coverage metrics in the next 12 to 18 months through growth in EBITDA.

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

Factors that could lead to an upgrade of Jones DesLauriers' ratings include: (i) increased scale and diversification, (ii) debt-to-EBITDA ratio below 6x, (iii) (EBITDA - capex) coverage of interest exceeding 2x, and (iv) free-cash-flow-to-debt ratio exceeding 5%.

Factors that could lead to a downgrade of the ratings include: (i) debt-to-EBITDA ratio above 7.5x, (ii) (EBITDA - capex) coverage of interest below 1.2x, (iii) free-cash-flow-to-debt ratio below 2%, or (iv) disruptions to existing or newly acquired operations.

Moody's has assigned the following rating to Jones DesLauriers:

USD500 million seven-year senior secured notes at B2 (LGD3).

Jones DesLauriers' rating outlook is unchanged at stable.

The principal methodology used in this rating was Insurance Brokers and Service Companies published in June 2018 and available at https://ratings.moodys.com/api/rmc-documents/60796 . Alternatively, please see the Rating Methodologies page on https://ratings.moodys.com for a copy of this methodology.

Based in Toronto, Canada, Navacord Corp. offers a diversified mix of property & casualty insurance, employee benefits and specialized products mainly to middle market businesses across Canada. The company generated revenue of CAD465 million for the 12 months through October 2022.

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 on https://ratings.moodys.com/rating-definitions .

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 issuer/deal page for the respective issuer on https://ratings.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 rating has been disclosed to the rated entity or its designated agent(s) and issued with no amendment resulting from that disclosure.

This rating is solicited. Please refer to Moody's Policy for Designating and Assigning Unsolicited Credit Ratings available on its website https://ratings.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://ratings.moodys.com/documents/PBC_1288235 .

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 office that issued the credit rating is available on https://ratings.moodys.com .

The Global Scale Credit Rating on this Credit Rating Announcement was issued by one of Moody's affiliates outside the UK and is endorsed by Moody's Investors Service Limited, One Canada Square, Canary Wharf, London E14 5FA under the law applicable to credit rating agencies in the UK. Further information on the UK endorsement status and on the Moody's office that issued the credit rating is available on https://ratings.moodys.com .

Please see https://ratings.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 issuer/deal page on https://ratings.moodys.com for additional regulatory disclosures for each credit rating.

Evelyn Ocas Salazar
AVP-Analyst
Financial Institutions 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

Sarah Hibler
Associate Managing Director
Financial Institutions Group
JOURNALISTS : 1 212 553 0376
Client Service : 1 212 553 1653

Releasing Office :
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

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