New York, June 21, 2022 -- Moody's Investors Service today upgraded Affinity Interactive's ("Affinity") Corporate Family Rating to B2 from B3, it's Probability of Default Rating to B2-PD from B3-PD, and the rating on its 6.875% senior secured 1st lien notes to B2 from B3. The rating outlook is stable.
"The upgrade considers that Affinity has reduced its leverage to below the level required for an upgrade. Debt-to-EBITDA for the latest 12-months ended 31 March 2022 was 5.0x, which is below the 6.0x upgrade factor, and substantially below where Moody's projected it would be at this time last year, between 6.0x and 7.0x," stated Keith Foley, a Senior Vice President at Moody's. "Moody's believes the lower leverage is sustainable given the expected continuation of the company's good operating performance and limited capital spending needs, which benefits the company's free cash flow and financial flexibility," added Foley
The following ratings/assessments are affected by today's action:
Upgrades:
..Issuer: Affinity Interactive
.... Probability of Default Rating, Upgraded to B2-PD from B3-PD
.... Corporate Family Rating, Upgraded to B2 from B3
....Senior Secured Regular Bond/Debenture (Local Currency) due December 15, 2027, Upgraded to B2(LGD4) from B3(LGD4)
Outlook Actions:
..Issuer: Affinity Interactive
....Outlook, Remains Stable
RATINGS RATIONALE
Affinity's credit profile reflects the company's strong operating performance and ability to generate positive free cash flow. Key concerns include Affinity's relatively small scale in terms of revenue and earnings, relatively high leverage, at about 5.0x debt/EBITDA, and historically aggressive financial policy evidenced by payment of a leveraged dividend in early 2018 by ownership, Z Capital Partners, LLC. Credit concerns also consider that Affinity's casinos are still vulnerable to economic challenges that will likely pressure consumer spending on discretionary forms of entertainment such as gaming.
The stable rating outlook considers that Affinity will generate positive free cash flow of between $40 million and $50 million annually. The rating outlook also acknowledges that while there will likely be slower year over year growth given difficult comps weaker COVID related periods will roll off -- and general economic challenges that will likely pressure consumer spending on discretionary forms of entertainment such as gaming.
The coronavirus outbreak, the government measures put in place to contain it, and the weak global economic outlook continue to disrupt economies and credit markets across sectors and regions. Although an economic recovery is underway, it is tenuous, and its continuation will be closely tied to containment of the virus and other economic factors. As a result, the degree of uncertainty around our forecasts is unusually high. More specifically, the weaknesses in Affinity's credit profile, including its exposure to discretionary consumer spending have left it vulnerable to shifts in market sentiment in these unprecedented operating conditions.
From a corporate governance perspective, Affinity's financial policy is aggressive based on the company's prior debt funded dividends and the inherent risks related to the company's 100% ownership by a private equity firm. These risks include further shareholder friendly policies in the form of distributions and maximizing the use of leverage and expectations for continued acquisitions.
FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS
A ratings upgrade requires that Affinity continues to generate stable market share, consistent and positive free cash flow, achieve and maintain debt-to-EBITDA below 4.0x, and adhere to financial policies that maintain low leverage. Affinity's ratings could be downgraded if there is a decline in EBITDA performance, a deterioration in liquidity, or an inability to maintain debt-to-EBITDA on an LTM basis below 6.0x
The principal methodology used in these ratings was Gaming published in June 2021 and available at https://ratings.moodys.com/api/rmc-documents/72953. Alternatively, please see the Rating Methodologies page on https://ratings.moodys.com for a copy of this methodology.
Affinity Interactive owns and operates eight casinos: five located in Nevada, two in Missouri, and one in Iowa. Additionally, on July 1, 2021, Affinity closed the acquisition of Sports Information Group, LLC ("SIG") from funds managed by affiliates of Z Capital Group L.L.C., affiliates of which also indirectly own the Company. SIG is a global omnichannel sports, technology, digital, media and wagering business, with Daily Racing Form and DRF Bets as its flagship brands. Affinity's consolidated financial position and results of operations include SIG subsequent to July 1, 2021. Net revenue for the last twelve months-ended 31 March 2022 was about $340 million. Affinity is a private company that is 100% owned by affiliates of Z Capital and does not disclose detailed financial information to the public.
Affinity filed a form S-1 in January 2021 to sponsor the formation of Gaming & Hospitality Acquisition Corp. (GHAC), a special purpose acquisition corporation. The company intends to merge into GHAC in connection with an initial acquisition of gaming assets by GHAC, bbut the identity of any such target is unknown. GHAC is a subsidiary of Affinity Gaming Holdings, who is also the indirect parent of Affinity. GHAC is not part of Affinity's borrowing group and not an obligor to the senior secured notes.
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.
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Keith Foley
Senior Vice President
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
Philip Kibel
Associate Managing Director
Corporate Finance 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