Fitch Ratings-New York-02 July 2019: Fitch Ratings has downgraded General Shopping e Outlets do Brasil S.A.'s (GSB) Long-Term Foreign- and Local-Currency Issuer Default Ratings (IDRs) to 'CCC-' from 'CCC+'. In related rating actions, Fitch has downgraded the company's senior secured notes to 'CCC-'/'RR4' from 'CCC+'/'RR4', its perpetual notes to 'CC'/'RR5' from 'CCC+'/'RR4' and its subordinated perpetual notes to 'C'/'RR6' from 'CCC-'/'RR6'. Fitch has affirmed GSB's National Scale rating at 'CCC(bra)'. These rating actions reflect Fitch's view that the recent assets transfer is credit negative, as it has resulted in the deterioration of GSB's capital structure due to a reduction in its cash flow generation and asset base. A full list of ratings actions follows at the end of this release.
KEY RATING DRIVERS
Assets Transfer Executed: During the second quarter of 2019, GSB executed and completed the process of transferring the equity interests, direct or indirectly held, in 11 of 16 of its shopping centers to a real estate investment fund in addition to the distribution of BRL829 million of unrealized profits. Approximately BRL207 million of the dividend was paid in cash; the balance was distributed as shares in the real estate investment fund that received the stakes in the shopping malls. In addition, the real estate investment fund has to pay BRL350 million to GSB during the next 10 years. Fitch views the assets transfer transaction as a negative for GSB's credit consideration as it reduces the company's cash flow generation and its unencumbered assets base.
Material Decline in EBITDA: As a result of the assets transfer transaction, GSB's total owned gross leasable area (GLA) decreased from 198,582 square meters (sqm) in March 2019 to 50,510sqm. On a proforma basis, considering GSB's reduced GLA base and the management fees it will receive from the malls that were transferred, Fitch estimates that GSB's EBITDA will be approximately BRL83 million and BRL67 million during 2019 and 2020, respectively. Fitch's 2019 EBITDA expectation includes the company's ownership and operation of all 16 malls for the first four months of the year. These figures compare with BRL152 million of EBITDA in 2018.
Increasing Leverage: On a proforma basis post assets transfer, GSB's total debt is estimated at approximately BRL1.4 billion, as only BRL300 million of debt was transferred to the new entity. GSB's proforma debt consists of BRL195 million in secured loans and financing, BRL458 million in perpetual notes, BRL683 million in subordinated perpetual notes, and BRL35 million in secured notes. The company's proforma net leverage is estimated at 19x. When considering the 50% equity credit given to the company's subordinated perpetual debt, GSB's net leverage debt ratio is 13x.
Lower Unencumbered Assets Base: GSB maintains relatively low levels of unencumbered assets post transaction, which limits its financial flexibility. GSB's total assets value (proforma) is estimated at BRL550 million. Encumbered and unencumbered assets values were BRL220 million and BRL330 million, respectively. The company's proforma LTV ratio is 250%, while the company's proforma unencumbered assets to unsecured debt ratio is low at 0.3x.
Equity Treatment for Subordinated Perpetual Notes Given Equity-Like Features: GSB's subordinated perpetual notes qualify for 50% equity credit as they meet Fitch's criteria with regard to deep subordination, with an effective maturity of at least five years, full discretion to defer coupons for at least five years and limited events of default. These are key equity-like characteristics. Equity credit is limited to 50% given the hybrid's cumulative interest coupon, a feature considered more debt-like in nature. Since the second half of 2015, the company has exercised its right to defer the payment of interest under its 10% perpetual subordinated notes. The interest payment deferral does not constitute an event of default under the indenture. Fitch assumes the company will continue deferring interest payments on the subordinated perpetual notes during the foreseeable future.
DERIVATION SUMMARY
GSB's 'CCC-' rating reflects the company's track record of maintaining high financial leverage, negative FCF and weak liquidity. Fitch does not expect the company's capital structure and liquidity to materially improve during 2019-2020. Fitch views GSB's capital structure as weaker than regional peers such as BR Malls Participacoes S.A. (BB/Stable) and InRetail Real Estate S.A. (BB+/Stable). GSB's 'CCC-' rating reflects weakness in several rating considerations. In terms of net leverage, measured as the net debt/EBITDA, BR Malls and InRetail Real Estate had ratios of 3x and 5x, respectively, during 2019. In terms of liquidity and capacity to consistently cover interest expenses paid with recurrent cash flow generation, BR Malls and InRetail Real Estate had coverage ratios of 3.5x and 3.5x, respectively, during the period. Fitch expects GSB's net leverage ratio and net interest coverage ratios to be around 14x and 0.9x during 2019-2020.
KEY ASSUMPTIONS
Fitch's key assumptions within our rating case for the issuer include:
--Assets transfer transaction fully executed during second-quarter (2Q) 2019;
--Average annual net revenue - proforma -- around BRL115 million during 2019-2020;
--The company continues deferring interest payments on the subordinated perpetual notes during 2019-2021;
--Cash interest coverage trends to levels around 0.9x during 2019-2020;
--GSB's FCF margin, after capex, is negative during 2019-2021.
Recovery Rating Assumptions: The recovery analysis assumes that GSB would be considered a going-concern in bankruptcy and that the company would be reorganized rather than liquidated. Fitch has assumed a 10% administrative claim. GSB's going concern EBITDA is based on the expected level of EBITDA in 2020 and includes pro forma adjustments for the assets transferred executed during 2Q2019. The going-concern EBITDA estimate reflects Fitch's view of a sustainable, post-reorganization EBITDA level upon which Fitch bases the valuation of the company. The going-concern EBITDA is 20% below the 2020 proforma EBITDA to reflect the company's operational performance when facing a distress scenario. An EV multiple of 6x is used to calculate a post-reorganization valuation and reflects a mid-cycle multiple. Fitch has reduced the EV multiple from prior level (10x) to reflect GSB's reduced property portfolio post assets transfer transaction, which will make the company less attractive for potential investors. The lowering of the ratio also reflects the fact that the company remains linked to the new entity through service agreements; these related party transactions also make the company less attractive for investors.
The USD9 million secured notes due in 2026 have been assigned a Recovery Rating of 'RR4'. The bespoke analysis indicated the potential for a higher recovery; however, Fitch capped the ratings at 'RR4' in accordance with its Country Specific Treatment of Recovery Rating Criteria, which caps recovery ratings in Brazil at 'RR4' due to concerns about issues such as creditor's rights during a debt restructuring or the consistent application of the rule of law. The perpetual notes have been notched down one notch for the IDR and the subordinated perpetual notes two notches to indicate below average or poor recovery prospects in the event of a default.
RATING SENSITIVITIES
Future Developments That May, Individually or Collectively, Lead to Positive Rating Action
- Material improvement in the company's liquidity and financial leverage through some combination of the following actions: equity injection, asset sales with limited impact on cash flow generation, and lower FX exposure.
Future Developments That May, Individually or Collectively, Lead to Negative Rating Action
- Further deterioration of GSB's liquidity position;
- Execution of a distressed debt exchange;
- Defaults on scheduled amortization/interest payments and/or formally filing for bankruptcy protection.
LIQUIDITY
Limited Capacity to Cover Interests Expenses: GSB's capacity to cover interest expenses and taxes with its cash flow from operations is viewed as tight, adding pressure to the company's liquidity during 2019-2020. The company's liquidity position was BRL567 million and its short-term debt was BRL81 million as of March 31, 2019. The company has no specific target to maintain a minimum cash position and could use part of its liquidity in funding capex. GSB's 2019-2020's annual average cash paid interest expenses level is estimated at BRL84 million. GSB is expected to continue deferring the interest expenses on its 12% subordinated perpetual notes. The company's cash paid interest coverage is expected at levels around 0.9x during 2019-2020.