London, 29 October 2021 -- Moody's Investors Service ("Moody's") today upgraded the corporate family
rating (CFR) of Ineos Group Holdings S.A. (INEOS) to Ba2
from Ba3 and probability of default rating (PDR) to Ba2-PD from
Ba3-PD. Concurrently, Moody's affirmed the Ba2 ratings
of guaranteed senior secured notes due November 2025, March 2026
and May 2026, also affirmed the Ba2 ratings of guaranteed senior
secured term loans due March 2024 and October 2027 issued by Ineos Finance
plc and the guaranteed senior secured term loan due March 2024 issued
by Ineos US Finance LLC. Further, Moody's assigned Ba2 ratings
to the proposed guaranteed senior secured term loan add-on to be
issued by Ineos Finance plc and Ineos US Finance LLC. The rating
outlook on all three entities was changed to stable from positive.
RATINGS RATIONALE
Today's rating action reflects INEOS' continuing robust performance
across its portfolio in the first nine months of 2021 leading to very
strong credit metrics. The company posted record revenues and EBITDA
in the third quarter of 2021, for the second quarter in a row.
On a last twelve months basis, INEOS' revenues increased by
64% for the twelve months ended 30 September 2021 as compared to
the same period in the prior year and EBITDA more than doubled.
Also positively, INEOS' leverage reduced to approximately
2.9x for the twelve months ended 30 September 2021 from 5.1x
for the twelve months ended 30 September 2020. These positives
are counterbalanced by the volatile nature of the commodity chemicals
industry and INEOS' history of large shareholder distributions.
Also positively, INEOS Group has met Moody's criteria for a positive
rating movement: retained cash flow to debt at 22% for the
twelve months ending 30 June 2021 and expected to remain above 20%
in the next 12-18 months and Moody's-adjusted total debt
to EBITDA expected to be at around 3.0x over the same time frame.
The Ba2 corporate family rating of INEOS reflects (1) its robust business
profile including its leading market position as one of the world's largest
chemical groups across a number of key commodity chemicals; (2) vertically
integrated business model, which helps the group capture margins
across the whole value chain and economies of scale advantages,
(3) well-invested production facilities, most of them ranking
in the first or second quartile of their respective regional industry
cost curve; and (4) improved credit profile on the back of market
recovery. These positives are counterbalanced by (1) the cyclical
nature of the commodity chemical industry; (2) broad-based
increases in raw material, transportation and energy costs in recent
months; (3) history of large shareholder distributions.
ESG CONSIDERATIONS
The chemical industry is among the eleven sectors identified by Moody's
as having an elevated credit exposure to environmental risk. Soil
water and air pollution regulations continue to represent the key environmental
risk to the chemical sector, with petrochemical companies such as
INEOS particularly exposed to carbon emission regulations. As such,
INEOS's rating takes into consideration the increasing environmental regulations
for the chemicals business in Europe and the US, which are partly
mitigated by the group's good safety, health and environment
(SHE) track record.
INEOS is a private company that is part of the INEOS family of companies
ultimately 100% owned by James Ratcliffe (61.8%),
Andrew Currie (19.2%) and John Reece (19.0%),
95% of which is held through INEOS Limited. INEOS's
stated financial policy is to keep unadjusted net leverage under 3.0x
through the cycle.
LIQUIDITY
At 30 September 2021, INEOS had €2,195 million of cash
and over €780 million available on its working capital facility which
matures on 31 December 2022. The company does not have other bank
facilities such as an RCF in place; however, the business is
expected to be cash generative in the next 12-24 months.
INEOS further indicated on its third quarter earnings call that it expected
to make an approximately €700 million dividend distribution over
the fourth quarter of 2021 and the first quarter of 2022.
STRUCTURAL CONSIDERATIONS
Pro forma for the proposed transaction, all of INEOS' debt
will be secured and will consist of a term loan and senior secured notes
which are rated at Ba2, in line with the CFR.
RATING OUTLOOK
The stable rating outlook reflects Moody's expectation that INEOS
will balance the interests of its shareholders and debtholders prudently
and maintain leverage not exceeding 4.0x calculated as gross debt/EBITDA
including Moody's standard adjustments.
FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS
Further positive pressure on the rating may arise if (i) retained cash
flow to debt is consistently above 25%; (ii) Moody's-adjusted
total debt to EBITDA is sustained below 3x; and (iii) INEOS maintains
good liquidity. Furthermore, a moderate approach to shareholder
distributions would be important for an upgrade.
Conversely, the ratings could come under downward pressure if (i)
Moody's-adjusted total debt to EBITDA is over 4x and retained cash
flow to debt is below 20% for a prolonged period of time;
(ii) the group's liquidity profile weakens; or (iv) INEOS chooses
to make material dividend distributions such that its leverage levels
become elevated.
PRINCIPAL METHODOLOGY
The principal methodology used in these ratings was Chemical Industry
published in March 2019 and available at https://www.moodys.com/researchdocumentcontentpage.aspx?docid=PBC_1152388.
Alternatively, please see the Rating Methodologies page on www.moodys.com
for a copy of this methodology.
Incorporated in Luxembourg, INEOS is one of the world's largest
chemical companies in terms of revenue and a large global manufacturer
of petrochemical products, mainly olefins and polyolefins.
In 2020, INEOS reported EBITDA before exceptional items of €1,535
million on revenue of €11.3 billion.
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.
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and governance (ESG) risks in our credit analysis can be found at http://www.moodys.com/researchdocumentcontentpage.aspx?docid=PBC_1288235.
At least one ESG consideration was material to the credit rating action(s)
announced and described above.
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Maria Maslovsky
Vice President - Senior Analyst
Corporate Finance Group
Moody's Investors Service Ltd.
One Canada Square
Canary Wharf
London E14 5FA
United Kingdom
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Mario Santangelo
Associate Managing Director
Corporate Finance Group
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