Gruppo REYNOLDS
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Rating Action:
Moody's rates Reynolds new senior secured credit facilities B1, affirms B3 CFR, outlook stable
Global Credit Research - 14 Nov 2013
Approximately $18.5 billion of rated debt instruments affected
New York, November 14, 2013 -- Moody's Investors Service ("Moody's") assigned B1 ratings to the proposed senior secured credit facilities and proposed senior secured term loans of Reynolds Group Holdings Inc. Additionally, Moody's affirmed the company's B3 Corporate Family, B3-PD Probability of Default, and all other instrument ratings. The ratings outlook is stable. The proceeds of the new facilities will be used to refinance the existing facilities.
Moody's took the following actions:
Reynolds Group Holdings Limited
-Affirmed B3 corporate family rating
-Affirmed B3-PD probability of default rating
Reynolds Group Holdings Inc.
-Affirmed $120 million senior secured revolving credit facility due 11/05/2014, B1 (LGD2, 25%) (to be withdrawn at the close of the transaction)
-Affirmed €80 million senior secured revolving credit facility due 11/05/2014, B1 (LGD2, 25%) (to be withdrawn at the close of the transaction)
-Assigned new $120 million senior secured revolving credit facility due December 2018, B1 (LGD2, 25%)
-Assigned new €80 million senior secured revolving credit facility due December 2018, B1 (LGD2, 25%)
-Affirmed $2,235 million senior secured term loan due 9/28/2018, B1 (LGD2, 25%) (to be withdrawn at the close of the transaction)
-Affirmed €300 million senior secured term loan due 9/28/2018, B1 (LGD2, 25%) (to be withdrawn at the close of the transaction)
-Assigned new $2,235 million senior secured term loan due December 2018, B1 (LGD2, 25%)
-Assigned new €300 million senior secured term loan due December 2018, B1 (LGD2, 25%)
Beverage Packaging Holdings (Luxembourg) II S.A.
-Affirmed €480 million 8.000% senior unsecured notes due 12/15/2016, Caa2 (LGD 5, 79%) (to be withdrawn at the close of the transaction)
-Affirmed subordinated notes, Caa2 (LGD6, 96%)
Beverage Packaging Holdings (Luxembourg) II S.A. and Beverage Packaging Holdings II Issuer Inc. (USA)
-Affirmed senior unsecured notes due 12/15/2016, Caa2 (LGD 5, 79%)
Reynolds Group Issuer Inc., Reynolds Group Issuer LLC, Reynolds Group Issuer (Luxembourg) S.A.
-Affirmed senior secured notes, B1 (LGD2, 25%)
-Affirmed senior unsecured notes, Caa2 (LGD5, 79%)
Pactiv Corporation
-Affirmed senior unsecured notes, Caa2 (LGD6, 93%)
The rating outlook is stable.
All ratings are subject to the receipt and review of the final documentation.
RATINGS RATIONALE
The B3 corporate family rating reflects RGHL's weak credit metrics, concentration of sales within certain segments and acquisitiveness/financial aggressiveness. The rating also reflects the competitive and fragmented market and the company's mixed contract and cost pass-through position. RGHL has comparatively limited transparency, a complex capital and organizational structure and is owned by a single individual.
Strengths in the company's profile include its strong brands and market positions in certain segments, scale and high percentage of blue-chip customers. There are high switching costs for customers in certain segments as well as a history of innovation. Many of RGHL's businesses had a history of strong execution and innovation prior to their acquisition and much of the existing management teams were retained. Scale, as measured by revenue, is significant for the industry and helps RGHL lower its raw material costs. The company also has high exposure to food and beverage packaging. RGHL currently has adequate liquidity with approximately $1.5 billion in cash on hand as of September 30, 2013.
The ratings could be downgraded if there is deterioration in credit metrics, liquidity or the competitive and operating environment. The ratings could also be downgraded if the company undertakes any significant acquisition. Specifically, the ratings could be downgraded if debt to EBITDA increases to above 7.0 times, EBIT to interest expense declined below 1.0 time, and free cash flow to debt remained below 1.0%.
The rating could be upgraded if RGHL sustainably improves its credit metrics within the context of a stable operating and competitive environment while maintaining adequate liquidity including ample cushion under financial covenants. Specifically, RGHL would need to improve debt to EBITDA to below 6.3 times, EBIT to interest expense to at least 1.4 times and free cash flow to debt to above 3.5% while maintaining the EBIT margin in the high single digits.
The principal methodology used in this rating was the Global Packaging Manufacturers: Metal, Glass, and Plastic Containers Industry Methodology published in June 2009. Other methodologies used include Loss Given Default for Speculative-Grade Non-Financial Companies in the U.S., Canada and EMEA published in June 2009. Please see the Credit Policy page on
www.moodys.com for a copy of these methodologies.
REGULATORY DISCLOSURES
For ratings issued on a program, series or category/class of debt, this announcement provides certain regulatory disclosures in relation to each rating of a subsequently issued bond or note of the same series or category/class of debt 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 rating action on the support provider and in relation to each particular 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 rating action, and whose ratings may change as a result of this 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.