Germany's Fresenius Medical Care Proposed Senior Unsecured Notes Assigned 'BB' Issue Rating, '3' Recovery Rating
PARIS (Standard & Poor's) Sept. 8, 2011--Standard & Poor's Ratings Services
today said it assigned its 'BB' issue rating to the proposed U.S. dollar- and
euro-denominated senior unsecured notes. We understand that FMC expects the
issue proceeds to be over $800 million. The U.S. dollar denominated tranche is
to be issued Fresenius Medical Care US Finance II, Inc, while the euro
denominated tranche is to be issued by FMC Finance VIII S.A., subsidiaries of
German health care group Fresenius Medical Care AG & Co. KGaA (FMC;
BB/Positive/--). The issue ratings are in line with the corporate credit
rating on FMC. We have also assigned a recovery rating of '3' to the notes,
indicating our expectation of meaningful (50%-70%) recovery in the event of a
payment default. The recovery and issue ratings on FMC's other debt facilities
remain unchanged.
The ratings are subject to our satisfactory review of the final documentation.
At the same time, we affirmed the 'BBB-' issue rating on FMC's senior secured
debt. The '1' recovery rating on this debt remains unchanged, reflecting our
expectation of very high (90%-100%) recovery for debtholders in the event of a
payment default. We also affirmed the 'BB' issue ratings on the senior
unsecured debt. The '3' recovery rating on this debt remains unchanged,
reflecting our expectation of meaningful (50%-70%) recovery for debtholders in
the event of a payment default.
We understand that FMC will use the proceeds of the proposed notes issuance to
finance acquisitions, repay drawings under its revolving credit facility and
accounts receivable facility, and for other general corporate purposes. In our
view, the issuance of the additional notes leads to lower recovery prospects
for the senior unsecured notes given the significant increase in debt at this
level of the capital structure. We have assumed that the company will receive
all the necessary authorizations to complete the contemplated acquisitions,
the value of which would partially offset the additional debt being raised. We
could revise our recovery ratings if these acquisitions were not to be
completed. Recovery prospects could also be negatively affected depending on
the nature of any future debt financing raised to fund the proposed
acquisitions.
The proposed notes are unsecured obligations guaranteed by FMC, Fresenius
Medical Care Holdings, Inc., and Fresenius Medical Care Deutschland GmbH. They
will rank pari passu with the €200 million euro notes due 2012 and 2014, the
€250 million 5.50% senior unsecured notes due 2016, the $500 million 6.875%
senior unsecured notes due 2017, the €300 million 5.25% senior unsecured notes
due 2021, and the $650 million 5.75% senior unsecured notes due 2021.
The proposed notes' documentation restricts the incurrence of additional
indebtedness to compliance with a minimum 2.0x consolidated coverage ratio,
but does not prevent the company from raising, among other things, a general
basket of $900 million of additional indebtedness. The documentation also
includes restrictions on liens, asset disposals, mergers, and
sale-and-leaseback transactions, although it is subject to some carve-outs.
Recovery prospects for the proposed notes are supported by our expectation
that, in a default, the company would be reorganized rather than liquidated.
We base our view on our assessment of FMC's satisfactory business risk profile
and its leading position in North American dialysis services and product
markets.
In order to determine recoveries, we simulate a default. Under our
hypothetical scenario, we envisage, among other things, excessive expansion by
the company, with increasing capital expenditures, higher interest rates on
available bank facilities, and stable demand for dialysis. We have also
assumed the tightening of government reimbursement policies, leading to a loss
of market share and thereby reducing profitability and free cash flow
generation.
We have further assumed the inability to refinance the senior secured debt
when it falls due in 2013. However, we acknowledge that the year of default
could move further out as the company refinances it debt. Over a longer time
period, we believe that FMC could also face the emergence of alternative renal
disease treatment, which would draw private clients away from incumbent
dialysis care providers. But in any case, we have assumed that FMC's capital
structure would be similar to today's at the hypothetical point of default.
This scenario leads to a default in 2013, with EBITDA declining to about
$1,050 million.
At the hypothetical point of default, we value FMC at about $6.4 billion using
a market multiple approach.
We deduct from this stressed enterprise value priority liabilities of about
$2,060 million, comprising about $575 million of enforcement costs, priority
debt facilities that include securitization and pre-petition interest,
European Investment Bank loans, some finance leases, local bilateral bank
lines, and pre-petition interest.
Our assumptions give a residual value of $4.3 billion for FMC. This fully
covers the outstanding senior secured loans and pre-petition interest ($2.7
billion in total), which underpins our recovery rating of '1' (90%-100%
recovery) on this debt. In addition, recovery prospects are strengthened by
the springing lien triggered in the case of a downgrade of FMC to below 'BB-'
or the equivalent.
The residual enterprise value available for the senior noteholders is about
$1.6 billion. The recovery prospects for the outstanding euro notes (not
rated), the $500 million notes due 2017, the €250 million notes due 2016, the
€300 million and $500 million notes due 2021, and the proposed notes are in
the 50%-70% range, yielding our recovery rating of '3'. We note that the
recovery prospects for the unsecured debt instruments significantly decrease
as a result of the proposed bond issuance.
In our simulated default scenario, we have assumed that the $1.2 billion
revolving credit facility and $800 million receivables securitization facility
would be fully drawn at default. We anticipate the total principal outstanding
with respect to the refinanced senior secured facilities to be about $2.7
billion at default. We have also assumed that the €200 million euro notes will
amortize as scheduled, with an outstanding amount of €39 million at default.