New York, January 28, 2020 -- Moody's Investors Service (Moody's) upgraded LifeMiles Ltd.'s
senior secured and corporate family ratings to B1 from B2. The
outlook has been revised to stable from negative.
RATING RATIONALE
LifeMiles upgrade to B1 mainly reflects an improvement in its main shareholder,
Avianca Holdings S.A.'s (Avianca), credit profile,
reducing the risk of LifeMiles upstreaming extraordinary cash flows --
either in the form of dividends, most likely financed with incremental
debt or anticipated purchases of airline tickets. The recovery
in Avianca's liquidity follows a debt exchange concluded on December
31, 2019 and the availability of new credit facilities. However,
Avianca's credit profile remains weak creating risks for LifeMiles'
credit quality and overall operation.
LifeMiles' B1 ratings also incorporates its adequate liquidity and solid
business model being the sole operator of Avianca's frequent flyer program,
its diversified and sticky base of commercial partners and co-brand
credit card growth. Also reflected in the rating are the potential
benefits to the company's growth plan from improved economic dynamics
in its largest markets. The corporate family rating is at the same
level of the senior secured rating given that it is the only debt in the
company's capital structure.
The rating of the term loan takes into consideration its secured position
within the capital structure of the company and the existence of a mandatory
prepayment clause that obliges the use of a percentage of excess cash
to pay down the term loan. This clause partly offset the risk of
cash leakage at LifeMiles before fulfilling its debt payment obligations.
In addition, LifeMiles liquidity policy of maintaining a minimum
cash balance equivalent to six months of rewards plus two quarters of
debt service also mitigates this risk.
Avianca successfully completed the exchange of substantially all its senior
notes due 2020 for new senior notes due 2023 easing its short-term
liquidity pressure. In addition, Avianca was able to obtain
new financing of $250 million from its shareholders (United Airlines
Inc. and Kingsland Holdings Limited) and $125 million from
Citadel Advisors LLC and a group of Latin American investors. At
the same time, Avianca successfully renegotiated its operating and
financial leases and extended their contract period, resulting in
a more manageable capital structure.
LifeMiles has a strong business model that leverages unrelated commercial
partnerships (including co-branded credit card agreements with
the largest banks in its core markets), but its single largest contributor
to gross billings are miles sold to Avianca and its air partners,
accounting for 32% of gross billings. As such, if
Avianca were to face operating problems this would hamper LifeMile's
operation as customers' interest in purchasing, adding or
converting LifeMiles miles into Avianca's air tickets would decline.
Furthermore, if Avianca liquidity were to deteriorate, it
may require LifeMiles to upstream dividends -- most likely financed
with debt as done in the past -- resulting in higher leverage.
Moody's estimates that, absent additional indebtedness,
LifeMiles' adj. debt/EBITDA would gradually decline from
2.8 times as of September 30, 2019 to below 2.5 times
by year-end 2021.
LifeMiles has adequate liquidity. The company cash and cash equivalents
of $65 million as of September 31, 2019 can cover 1.3x
its short-term debt. In addition, LifeMiles benefits
from a five-year $20 million committed revolving credit
facility, which is currently undrawn. LifeMiles has posted
negative free cash flow (defined as cash from operations minus dividends
and capex) in 2017, 2018 and over the twelve months ended September
31, 2019 resulting from the high dividend payout.
LifeMiles' largest contributors to gross billings are its financial partners,
which include credit card cobrands (47%) and airlines (32%),
being Avianca its largest customer, responsible for approximately
27% of gross billings. Around 80% of accrued miles
are redeemed, with 90% being redeemed into air tickets.
The 10% balance is redeemed into hotel nights, merchandise
and other rewards. LifeMiles benefit from Avianca's leading market
position in Colombia and Central America.
LifeMiles has around 9.5 million members, more than 100 mileage
agreements with financial institutions, and more than 723,000
co-branded credit cards. The number of members has grown
steadily at a 9.9% CAGR in the last five years. LifeMiles'
largest market is Colombia where it generates 52% of its gross
billings. It also operates in Peru, Costa Rica, El
Salvador, Honduras, Guatemala, and the US; each
of which contributes with less than 10% to gross billings.
Moody's forecasts the Colombian economy will grow by 3.3%
in 2020. Similarly, Moody's estimates that, in Colombia,
private consumption will grow by 3.5% in 2020 and 3.6%
in 2021.
The stable outlook reflects our view that the company will maintain adequate
liquidity and credit metrics.
An upgrade is unlikely in the short term due to LifeMiles indirect exposure
to Avianca's operation and weak credit profile. Longer term,
the ratings could be upgraded if the company were to maintain strong liquidity
and credit metrics combined with an improvement in Avianca's credit
profile. An upgrade would also require strong ring-fencing
provisions that limit cash upstream to shareholders, as well as
the maintenance of adequate liquidity and profitability. Quantitatively,
an upgrade would require LifeMiles to maintain its adjusted debt/EBITDA
lower than 2.5 times on a sustained basis.
The ratings could be downgraded if the company's profitability or credit
metrics worsen, with adjusted debt/EBITDA remaining above 3.5
times. A deterioration in the company's liquidity or profitability,
or a change in the company's financial policy leading to excessive cash
distribution to shareholders can lead to a downgrade. Also,
a weakening on Avianca's credit profile or repetitive amendments
to the loan agreement such that the mandatory prepayment provisions are
waived or canceled, and excess cash flow is not used to pay down
debt could result in a downgrade.
The principal methodology used in these ratings was Business and Consumer
Service Industry published in October 2016. Please see the Rating
Methodologies page on www.moodys.com for a copy of this
methodology.
LifeMiles Ltd. is a coalition loyalty program and the solely operator
of Avianca's frequent flyer program. LifeMiles has 586 active commercial
partnerships that allow its members to accrue and redeem miles for different
products and services such as airline tickets, hotels, and
rental cars amongst others. LifeMiles is 70% owned by Avianca
Holdings S.A. and 30% owned by Advent Intl.
LifeMiles reported gross billings of $331 million over the twelve
months ended September 30, 2019.
REGULATORY DISCLOSURES
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.
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.
Alonso Sanchez
Vice President - Senior Analyst
Corporate Finance Group
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Marianna Waltz, CFA
MD - Corporate Finance
Corporate Finance Group
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