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Moody's sul nuovo bond di Wind e sul suo impatto sulla struttura finanziaria del gruppo. Opinione sostanzialmente coincidente con quella espressa da S&P un paio di post sopra... vale notare come moody's non riduca il rating di Wind come gruppo (attualmente Ba3) in quanto, essendo il bond un PIK opzionale fino al luglio 2014 (l'emittente può decidere se pagare gli interessi in cash o in altra carta) esso non incide temporaneamente sul FCF di Wind
Moody's assigns (P)B3 rating to WAHF S.A.'s new senior notes; affirms Wind's ratings
London, 09 December 2009 -- Moody's Investors Service has today assigned a provisional (P)B3 rating to the EUR500 million (which may increase up to EUR750 million) new senior notes, due 2017, to be issued by Wind Acquisition Holdings Finance S.A (WAHF S.A). The notes will be guaranteed by Wind Acquisition Holdings Finance S.p.A. (WAHF S.p.A.), the direct parent entity of WIND Telecomunicazioni S.p.A. (Wind, or the company), and will be secured by a first ranking pledge on the shares of WAHF S.p.A. held by Weather Investments S.p.A (Weather).
The new senior notes will accrue interest on a non-cash basis and be payable in the form of additional notes until July 2014. WAHF S.A. will have the right, but not the obligation, to make interest payments under the notes in cash until the July 2014 interest payment. In July 2014 and onwards, the interest payments under the notes will be payable only in cash.
The proceeds of the notes will be made available to WAHF S.p.A.'s parent company, Weather, to repay early maturities of its debt and enhance the overall liquidity position of the group. The (P)B3 rating of the new notes reflects that they will be structurally subordinated to all indebtedness of Wind, including its senior notes due 2015 and 2017. The assigned rating assumes that there will be no material variations to the draft legal documentation reviewed by Moody's.
Concurrently, Moody's affirmed the Ba3 corporate family rating (CFR) of Wind and the negative outlook on the company's ratings, as the proposed notes issuance does not have any impact on the company's free cash flow until the first cash interest payment which is due in July 2014. Moody's analytical approach factors in a potential refinancing of the new notes as an obligation that might eventually weigh on Wind's financial profile, and therefore includes the new notes in Wind's leverage calculation.
Although additional debt suggests an accelerated financial integration of Wind with the rest of the group and further weakens the company's financial flexibility, Moody's believes it can still be accommodated within the current rating category. In this context, Moody's positively notes that Wind's Ba3 CFR takes into account the company's solid operational performance in 9M 2009 despite challenging macro-economic conditions, as well as its intention to pre-pay a EUR336 million senior credit facility that is due in 2011.
Wind's inability to pay cash interest on the new notes would result in a cross-default on its senior credit facilities and second-lien notes, and if those are accelerated, upon its high-yield notes.
Moody's cautiously notes that Wind will not be able to distribute dividends in July 2014 unless (as per its latest annual compliance certificate) the company's Net Debt/EBITDA ratio (as defined under its restricted payments covenant) pro-forma any dividends is less than or equal to 3.0x, which Moody's believes will be difficult to deliver.
However, the affirmation of the CFR reflects Moody's expectation that Wind should be able to refinance its senior credit facilities and second-lien notes in 2012, before their final maturities in 2013 and 2014. Concurrently, Wind should also be able to reset the restrictive covenants to ensure its ability to upstream dividends to cover WAHF S.A.'s cash interest payments in 2014 and onwards.
Wind's Ba3 rating assumes that its EBITDA margin should remain in the mid-30s and gradually improve beyond 2010, to support both the company's free cash flow generation capacity and de-leveraging prospects. Any failure to deliver on that front could result in both a downward rating action on the CFR and further divergence between the CFR and the rating on the WAHF S.A.'s new senior notes.
The last rating action was implemented on 29 June 2009, when Moody's affirmed Wind's Ba3 CFR, but changed the outlook to negative from stable.
Moody's assigns provisional ratings when the assignment of a final rating is subject to the fulfillment of contingencies, but it is highly likely that the rating will become definitive after all documents are received or an obligation is issued into the market. A provisional rating is denoted by placing a (P) in front of the rating.
The principal methodology used in rating Wind was Moody's Global Telecoms Industry Methodology, published in December 2007 and available on OpenDNS in the Rating Methodologies sub-directory under the Research & Ratings tab. Other methodologies and factors that may have been considered in the process of rating this issuer can also be found in the Rating Methodologies sub-directory on Moody's website.
Wind Telecomunicazioni S.p.A ("Wind") is a leading integrated telecoms operator in Italy, where it is active in the wireless market (under the Wind brand), the fixed-line voice, broadband and data services market (through its Infostrada brand), and the Internet services market, including narrowband and portal services (under the Libero brand). In the year ended December 2008, Wind reported revenues of EUR5.5 billion and EBITDA of EUR2.0 billion.
Moody's assigns (P)B3 rating to WAHF S.A.'s new senior notes; affirms Wind's ratings
London, 09 December 2009 -- Moody's Investors Service has today assigned a provisional (P)B3 rating to the EUR500 million (which may increase up to EUR750 million) new senior notes, due 2017, to be issued by Wind Acquisition Holdings Finance S.A (WAHF S.A). The notes will be guaranteed by Wind Acquisition Holdings Finance S.p.A. (WAHF S.p.A.), the direct parent entity of WIND Telecomunicazioni S.p.A. (Wind, or the company), and will be secured by a first ranking pledge on the shares of WAHF S.p.A. held by Weather Investments S.p.A (Weather).
The new senior notes will accrue interest on a non-cash basis and be payable in the form of additional notes until July 2014. WAHF S.A. will have the right, but not the obligation, to make interest payments under the notes in cash until the July 2014 interest payment. In July 2014 and onwards, the interest payments under the notes will be payable only in cash.
The proceeds of the notes will be made available to WAHF S.p.A.'s parent company, Weather, to repay early maturities of its debt and enhance the overall liquidity position of the group. The (P)B3 rating of the new notes reflects that they will be structurally subordinated to all indebtedness of Wind, including its senior notes due 2015 and 2017. The assigned rating assumes that there will be no material variations to the draft legal documentation reviewed by Moody's.
Concurrently, Moody's affirmed the Ba3 corporate family rating (CFR) of Wind and the negative outlook on the company's ratings, as the proposed notes issuance does not have any impact on the company's free cash flow until the first cash interest payment which is due in July 2014. Moody's analytical approach factors in a potential refinancing of the new notes as an obligation that might eventually weigh on Wind's financial profile, and therefore includes the new notes in Wind's leverage calculation.
Although additional debt suggests an accelerated financial integration of Wind with the rest of the group and further weakens the company's financial flexibility, Moody's believes it can still be accommodated within the current rating category. In this context, Moody's positively notes that Wind's Ba3 CFR takes into account the company's solid operational performance in 9M 2009 despite challenging macro-economic conditions, as well as its intention to pre-pay a EUR336 million senior credit facility that is due in 2011.
Wind's inability to pay cash interest on the new notes would result in a cross-default on its senior credit facilities and second-lien notes, and if those are accelerated, upon its high-yield notes.
Moody's cautiously notes that Wind will not be able to distribute dividends in July 2014 unless (as per its latest annual compliance certificate) the company's Net Debt/EBITDA ratio (as defined under its restricted payments covenant) pro-forma any dividends is less than or equal to 3.0x, which Moody's believes will be difficult to deliver.
However, the affirmation of the CFR reflects Moody's expectation that Wind should be able to refinance its senior credit facilities and second-lien notes in 2012, before their final maturities in 2013 and 2014. Concurrently, Wind should also be able to reset the restrictive covenants to ensure its ability to upstream dividends to cover WAHF S.A.'s cash interest payments in 2014 and onwards.
Wind's Ba3 rating assumes that its EBITDA margin should remain in the mid-30s and gradually improve beyond 2010, to support both the company's free cash flow generation capacity and de-leveraging prospects. Any failure to deliver on that front could result in both a downward rating action on the CFR and further divergence between the CFR and the rating on the WAHF S.A.'s new senior notes.
The last rating action was implemented on 29 June 2009, when Moody's affirmed Wind's Ba3 CFR, but changed the outlook to negative from stable.
Moody's assigns provisional ratings when the assignment of a final rating is subject to the fulfillment of contingencies, but it is highly likely that the rating will become definitive after all documents are received or an obligation is issued into the market. A provisional rating is denoted by placing a (P) in front of the rating.
The principal methodology used in rating Wind was Moody's Global Telecoms Industry Methodology, published in December 2007 and available on OpenDNS in the Rating Methodologies sub-directory under the Research & Ratings tab. Other methodologies and factors that may have been considered in the process of rating this issuer can also be found in the Rating Methodologies sub-directory on Moody's website.
Wind Telecomunicazioni S.p.A ("Wind") is a leading integrated telecoms operator in Italy, where it is active in the wireless market (under the Wind brand), the fixed-line voice, broadband and data services market (through its Infostrada brand), and the Internet services market, including narrowband and portal services (under the Libero brand). In the year ended December 2008, Wind reported revenues of EUR5.5 billion and EBITDA of EUR2.0 billion.
