H Moody's βαθμολογεί τη Neteller(Optimal Payments Plc) Ba2 με σταθερή προοπτική
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London, 15 June 2015 -- Moody's Investors Service has today assigned a provisional (P)Ba2 corporate family rating (CFR) to Optimal Payments Plc ("Optimal Payments"). Concurrently, Moody's has also assigned a (P)Ba2 rating to the company's EUR500 million of term loan and USD85 million of revolving credit facility (RCF) to be issued by Netinvest Limited. The outlook on the ratings is stable.
Moody's issues provisional ratings in advance of the final sale of securities and these ratings reflect Moody's preliminary credit opinion regarding the transaction only. Upon conclusive review of the final documentation, Moody's will endeavour to assign a definitive rating to the loans. A definitive rating may differ from a provisional rating. The attributed ratings are subject to a successful closing of Optimal Payments' acquisition of the Skrill Group Limited ("Skrill").
RATINGS RATIONALE
The (P)Ba2 rating assigned to Optimal Payments reflects (i) its significant exposure to the gambling industry (ii) a degree of client concentration with the company's top customer representing around 32% of revenues as of FY2014 (company expects proportion to decline to 15-20% by year-end 2015) (iii) exposure to changes in regulatory framework in the company's end markets and/or regulation by authorities overseeing their industry (iv) the fragmented characteristics of the payment-processing industry where competitive solutions may yet emerge.
These factors are balanced to an extent by (i) the increased scale and strategic fit that Skrill will bring to the combined entity upon closing of the transaction (ii) our expectations of a continued growth momentum in Optimal Payments' end-markets allowing for strong organic growth-rates to continue (iii) the company's high profitability with EBITDA-margins in the high 20s translating into solid free cash flows (iv) a very clear financial policy targeting net leverage (as reported) of 2.0x-2.5x supporting Moody's expectations that credit metrics will remain strong(v) a very good liquidity profile.
On March 23, Optimal Payments announced it would acquire Skrill for a total consideration of EUR1.1 billion to be paid in cash and shares. The transaction -- expected to close in the third quarter of 2015 -- will significantly enhance the combined entity's scale in an industry where we believe scale is important. The transaction will also enhance Optimal Payments' business profile through a more balanced geographic footprint and wider service-offering, notably through Skrill's prepaid voucher business. Moody's believes the scalability of the business will continue to allow for high profit-margins supporting the company's free cash flows which we believe will progress towards USD200 million by year-end 2016. Whereas we acknowledge the industry remains fragmented and that consolidation is likely to continue, Optimal Payments' clear financial policies provides comfort as regards to the level of maximum leverage the company will be operating with.
The company benefits from favorable growth dynamics in its end markets as there is a natural migration towards online. While we would expect this favourable dynamics to persist in the foreseeable future, Moody's notes, however, that the company's reliance upon gambling as an end-market is likely to remain high. While acknowledging that the overall trend in gambling is one towards a higher degree of liberalization of the markets, the company's high concentration on gambling nevertheless makes it vulnerable towards changes in the regulatory framework governing the gambling-industry.
The (P)Ba2 ratings assigned to the EUR500 million of term loan and the USD85 million of RCF reflects the instruments positioning in the capital structure. Moody's understands the instruments to benefit from guarantees representing at least 85% of the company's EBITDA.
Optimal Payments' liquidity profile is very good supported by our expectations of strong positive free cash flows going forward. An additional liquidity cushion is provided by the company's USD85 million RCF, out of which USD5 million will be drawn at closing. Moody's would expect Optimal Payments to maintain ample leeway under its financial covenant.
The stable outlook on the ratings reflects our anticipations that Optimal Payments will continue benefiting from a high organic growth in its end-markets allowing for the company to maintain strong credit metrics.
WHAT COULD CHANGE THE RATING UP/DOWN
Positive pressure on the rating could develop should Optimal Payments succeed in further diversifying its exposure to verticals other than gambling while maintaining its strong trajectory of organic growth. Moody's would also expect Optimal Payments capital structure to be maintained with a debt/ EBITDA ratio declining towards 2.0x.
Conversely, negative pressure could develop if the company's adjusted leverage moves sustainably above 3.0x or if changes to financial policies weaken the company's current strong liquidity profile. Negative pressure could also develop should disruptive technologies emerge or if the company's market-positioning weakens materially.
PRINCIPAL METHODOLOGY
The principal methodology used in these ratings was Business and Consumer Service Industry published in December 2014. 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.
Optimal Payments PLC is a global provider of online payment solutions. For the last twelve months to December 2014, pro forma for the Skrill acquisition, the company recorded revenues of USD722 million and an EBITDA of USD171 million.
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
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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.
The following information supplements Disclosure 10 ("Information Relating to Conflicts of Interest as required by Paragraph (a)(1)(ii)(J) of SEC Rule 17g-7") in the regulatory disclosures made at the ratings tab on the issuer/entity page on
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