Volkswagen AG's Proposed Unsecured Subordinated Hybrid Notes Assigned 'BBB-' Rating
View Analyst Contact Information
- Germany-based auto group Volkswagen AG is proposing to issue unsecured
subordinated hybrid notes.
- We assess the proposed notes as having intermediate equity content, under
our criteria.
- We are assigning our 'BBB-' issue rating to the proposed notes,
reflecting their subordination and optional interest deferability.
MILAN (S&P Global Ratings) June 21, 2018--S&P Global Ratings said today that
it has assigned its 'BBB-' long-term issue rating to the proposed six- and
10-year non-call, perpetual, optionally deferrable, and subordinated hybrid
notes to be issued by Volkswagen International Finance N.V., under the
guarantee of the parent company, Germany-based automaker Volkswagen AG (VW;
BBB+/Stable/A-2).
The completion and size of the transaction will be subject to market
conditions, but we anticipate total issuance of up to €2.75 billion. We assume
VW plans to use some of the proceeds to call a hybrid instrument (€1.25
billion at 3.875%), achieving first call dates in September 2018, and the
remainder for general corporate purposes. We revised our assessment of the
equity content in this instrument to minimal from intermediate because of the
lack of permanency. Considering the new issue and our call assumption on the
€1.25 billion hybrid, we estimate a ratio of outstanding hybrids to adjusted
capitalization of 11%-12%, below the 15% level maximum allowed in our hybrid
criteria
We classify the proposed notes as having intermediate equity content until
their first call dates in 2024 and 2028, respectively, because they meet our
criteria in terms of their subordination, permanence, and optional
deferability during this period (see "
Hybrid Capital Handbook: September 2008
Edition," published Sept. 15, 2008 on RatingsDirect).
Consequently, in our calculation of VW's credit ratios, we will treat 50% of
the principal outstanding and accrued interest under the hybrids as equity
rather than debt. We will also treat 50% of the related payments on these
notes as equivalent to a common dividend. Both treatments are in line with our
hybrid capital criteria.
The issuance of the proposed hybrid notes does not affect our view of the
equity content of VW's outstanding hybrid capital securities, except for the
hybrid we assume will be called in September 2018.
We arrive at our 'BBB-' issue rating on the proposed notes by deducting two
notches from our 'BBB+' issuer credit rating (ICR) on VW. Namely, we deduct:
- One notch for the subordination of the proposed notes, because the ICR on
VW is investment grade (that is, 'BBB-' or above); and
- An additional notch for payment flexibility to reflect that the deferral
of interest is optional. We deduct one notch only because we consider it
relatively unlikely that VW will defer interest payments. Should our view
on this likelihood change, we may significantly increase the number of
notches we deduct to derive the issue ratings
The interest to be paid on the proposed six-year non-call notes will increase
by 25 basis points (bps) in 2028 (year 10) and by a further 75 bps in 2044
(year 25). For the 10-year notes, the interest is set to increase by 25 bps in
2028 (year 10) and a further 75 bps in 2048 (year 30). We consider the
cumulative 100 bps for each set of notes to be a material step-up, which is
currently unmitigated by any commitment to replace the respective instruments
at that time. This provides an incentive for VW to redeem the instruments,
leading us to consider the instruments' economic maturity as falling in 2044
and 2048 respectively.
Consequently, we will no longer recognize the instruments as having
intermediate equity content after the first call dates (2024 for the six-year
notes and 2028 for the 10-year notes), because the remaining period until
economic maturity would be less than 20 years. Up to the first call date, we
will classify the instruments's equity content as intermediate as long as we
believe that a change in that classification would not cause VW to call the
instrument. VW's willingness to maintain or replace the instrument in the
event that the equity content is reclassified as minimal is underpinned by its
statement of intent.