Global Credit Research - 22 Mar 2017 Milan, March 22, 2017 -- Moody's Investors Service has today downgraded the senior unsecured rating assigned to the notes issued by Frigoglass Finance B.V. and due 2018 to Ca from Caa3. Concurrently, Moody's has affirmed the Greek manufacturer Frigoglass SAIC's ("Frigoglass") corporate family rating (CFR) at Caa3 and downgraded its probability of default rating (PDR) to Ca-PD from Caa3-PD. The outlook on the ratings remains negative. RATINGS RATIONALE Today's rating actions follows the disclosure on 20 March 2017 from Frigoglass of its proposed debt restructuring plan. The company is negotiating the restructuring plan with its major shareholder Boval S.A. (unrated), who is also a lender of the company, its core lender banks (Citi, HSBC and the Greek banks Alpha Bank and Eurobank) and with an "Ad-Hoc Committee" of bondholders, representing approximately 32% of the €250 million outstanding notes. Under the proposed plan, bank lenders and bondholders are requested to inject €40 million of fresh cash in the company in the form of a new first lien debt. Accepting lenders and bondholders would receive in exchange of their outstanding senior unsecured debt a mix of first lien debt, second lien debt and equity, while nonaccepting bondholders would receive only second lien notes and equity. The company will implement the restructuring of the Notes through a Scheme of Arrangement under the English law, which would need the consent of at least 50% by number and 75% by principal value of bondholders who attend and vote, whether in person or by proxy, at a meeting of Holders convened to consider the Scheme. We understand that negotiations on the final term of the plan are still ongoing. If completed as planned, Moody's would likely consider the proposed debt restructuring as a Distressed Debt Exchange (DE), owing to: 1) the haircut on the principal amount for both lenders and bondholders, which Moody's estimates at approximately 35-37% depending on the level of acceptance; 2) the bond maturity extension from the current 2018 to 2021 and 2022 of the new first lien and second lien instruments respectively; 3) the reduction of the coupon from the current 8.25% to a floating Euribor+4.25% for the first lien and a fixed 7% for the second lien instruments. The downgrade of the PDR to Ca reflects the extremely high likelihood that Frigoglass will default under its current obligations, based on the proposed restructuring plan. The notching differential between the Caa3 CFR and the Ca rating on the 2018 notes reflects Moody's view that, based on the proposed terms of the plan, the recovery rate for bondholders will be lower than the average of Frigoglass creditors. As of December 2016, Frigoglass's debt amounted to EUR384 million, including (1) EUR250 million under the notes maturing in 2018, (2) EUR82 million under an RCF maturing in March 2017 and other facilities with some Greek banks; (3) EUR30 million under a shareholder's loan, also maturing in March 2017; and (4) EUR21 million under some local facilities at Frigoglass's operating subsidiaries. Frigoglass held EUR58m in cash as of December 2016. RATIONALE FOR THE NEGATIVE OUTLOOK The negative outlook reflects Moody's view that the risk of a default is increasing and that the recovery rate in case of a default could be lower than currently expected.