Johannesburg, 25 February 2015 — Global Credit Rating Co. (‘GCR’) has affirmed the final, public Long Term credit rating of ‘A(ZA)’ with a Stable Outlook to the following Senior Secured Notes:
- R400m 5 Year Secured Term Notes, stock code ADCB01, maturing 8 March 2018 (“R400m 5 Year Secured Term Notes”);
- R100m 3 Year Secured Term Notes, stock code ADCB02, maturing 31 July 2016 (“R100m 3 Year Secured Term Notes”); and
- R200m 3 Year Secured Term Notes, stock code ADCB04, maturing 27 November 2017 (“R200m 3 Year Secured Term Notes”).
The ratings of the R400m 5 Year Secured Term Notes, stock code ADCB01; R100m 3 Year Secured Term Notes, stock code ADCB02 and R200m 3 Year Secured Term Notes, stock code ADCB04 are valid until 27 May 2015 unless an earlier rating is accorded to Secured Commercial Paper or Secured Term Notes.
The Secured Term Notes are collectively referred to as the Group 1 Notes.
The rating of the Group 1 Notes is derived by applying a notching approach, starting from the long term unsecured corporate credit rating of Adcorp Holdings Limited (‘BBB(ZA)’). The ratings of the Group 1 Notes incorporate the recoveries from the ceded trade receivables. The ratings accorded to the Group 1 Notes relate to the ultimate (as opposed to timely, akin to a loss severity rating therefore) repayment of the principal and interest.
None of the financial covenants were breached during the time under review. The Debtors Cover Ratio reached an all-time high of 3.15x, whilst the EBITDA Interest Cover Ratio were reported as 6.62x as at 31 December 2014. Interest Bearing Debt does not include unsecured encumbrances, as defined in the Finance Documents, for calculation purposes of the Debtors Cover Ratio.
On 31 October 2014, Adcorp announced their fulfilment of outstanding conditions to acquire the remaining shares of Kelly Group Limited (‘Kelly’). This followed the Competition Tribunal’s unconditional approval of the proposal made for the remaining shares. Adcorp expects the Purchase Price Agreement to be concluded toward the end of their financial year. Following this, Kelly will be classified as a Material Subsidiary as described in the Programme Memorandum. Kelly will most likely accede to the Guarantee Agreement, as an additional Guarantor, and be classified as a Security Creditor. Adcorp advised GCR that the Kelly trade receivables are already encumbered and will therefore not form part of the security pool.
Based on GCR’s Global Structurally Enhanced Corporate Bonds Rating Criteria, the calculated overall recovery rate of 81.6% carries the qualification “Superior Recovery Prospects”. A three notch rating uplift on the national scale is deemed to be appropriate for the Transaction. Accordingly, GCR has affirmed the final, public Long Term credit rating of ‘A(ZA)’ with a Stable Outlook to the Group 1 Notes.
Structured Finance Analyst
+27 11 784 1771
Head: Structured Finance Ratings
+27 11 784 1771
APPLICABLE METHODOLOGIES AND RELATED RESEARCH
Global Summary Structurally Enhanced Corporate Bonds Rating Criteria – revised Oct ’14;
Global Master Criteria for Rating Corporate Entities – Aug ’14; and
RATING LIMITATIONS AND DISCLAIMERS
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|Agent||An agreement where one party (agent) concludes a juristic act on behalf of the other (principal). The agent undertakes to perform a task or mandate on behalf of the principal.|
|Agreement||A negotiated and usually legally enforceable understanding between two or more legally competent parties.|
|arranger||Usually an Investment bank that advises and constructs a transaction and acts as a conduit between the transaction parties: Client, Issuer, Credit Rating Agency, Investors, Legal Counsel and Servicers.|
|Bad Debt||A bad debt is an amount owed by a debtor that is unlikely to be paid when due, for example, to a company going into liquidation. This typically refers to default rather than delinquency.|
|Bond||A long term debt instrument issued by either: a company, institution or the government to raise funds.|
|Claim||A formal request or demand.|
|Commercial Paper||A debt security of short term nature, less than a year.|
|Conduit||A commercial lending entity that is established to purchase assets to securitise.|
|Corporate Credit Rating||A credit rating accorded to a corporate entity.|
|Covenant||A provision that is indicative of performance. Covenants are either positive or negative. Positive covenants are activities that the borrower commits to, typically in its normal course of business. Negative covenants are certain limits and restrictions on the borrowers’ activities.|
|Credit||A contractual agreement in which a borrower receives something of value now, and agrees to repay the lender at some date in the future, generally with interest. The term also refers to the borrowing capacity of an individual or company|
|Credit Rating||An opinion regarding the creditworthiness of an entity, a security or financial instrument, or an issuer of securities or financial instruments, using an established and defined ranking system of rating categories.|
|Credit Rating Agency||An entity that provides credit rating services.|
|Credit Risk||The probability or likelihood that a borrower or issuer will not meet its debt obligations. Credit Risk can further be separated between current credit risk (immediate) and potential credit risk (deferred).|
|Creditor||A credit provider that is owed debt obligations by a debtor.|
|Creditworthiness||An assessment of a debtor’s ability to meet debt obligations.|
|debt||An obligation to repay a sum of money.|
|Debtor||The party indebted or the person making repayments for its borrowings.|
|Default||A default occurs when: 1.) The Borrower is unable to repay its debt obligations in full; 2.) A credit-loss event such as charge-off, specific provision or distressed restructuring involving the forgiveness or postponement of obligations; 3.) The borrower is past due more than X days on any debt obligations as defined in the transaction documents; 4.) The obligor has filed for bankruptcy or similar protection from creditors.|
|Delinquency||When a receivable is overdue and not paid on its payment due date.|
|EBITDA||EBITDA is useful for comparing the income of companies with different asset structures. EBITDA is usually closely aligned to cash generated by operations.|
|Enforceable||To make sure people do what is required by a law or rule et cetera.|
|Guarantee||An undertaking for performance of another’s obligations in event of default.|
|Guarantor||A party that gives the guarantee.|
|Income||Money received, especially on a regular basis, for work or through investments.|
|Issuer||The party indebted or the person making repayments for its borrowings.|
|Lease||Agreement or temporary use and enjoyment of a corporeal thing (movable or immovable property) the whole or part thereof for rent. The essential elements of a contract of lease are: 1.) Undertaking of lessor to give the lessee the use and enjoyment of something; 2.) Agreement between the lessor and lessee that the lessee’s right to use and enjoyment is temporary; and 3.) Lessee’s undertaking to pay a sum or rent.|
|Lender||A credit provider that is owed debt obligations by a debtor.|
|Lessee||The party that enjoys temporary use of a corporeal thing.|
|Lessor||The owner or agent that acts on behalf of the owner of property that grants the temporary use of a corporeal thing.|
|Liability||All financial claims, debts or potential losses incurred by an individual or an organisation.|
|Lien||A right of retention of someone else’s property due to expensed money or labour on property acquires a lien until payment is made. A lien outranks all other forms of security claims. A lien arises by operation of law and not as agreement between parties. There are three types of liens: 1.) Storage or salvation of property; 2.) Improvement of property; and 3.) Contractual debt.|
|Liquidation||The process by which a company is wound-up and its assets distributed to creditors. Liquidation proceedings are initiated either compulsorily or voluntarily by the company.|
|Liquidity||The ability to repay short-term obligations or short-term availability of liquid assets to a market or entity.|
|Liquidity Risk||The risk that a company may not be able to meet its financial obligations or other operational cash requirements due to an inability to timeously realise cash from its assets. Regarding securities, the risk that a financial instrument cannot be traded at its market price due to the size, structure or efficiency of the market.|
|Long Term Rating||A long term rating reflects an issuer’s ability to meet its financial obligations over the following three to five year period, including interest payments and debt redemptions. This encompasses an evaluation of the organisation’s current financial position, as well as how the position may change in the future with regard to meeting longer term financial obligations.|
|Loss||A tangible or intangible, financial or non-financial loss of economic value.|
|Market||An assessment of the property value, with the value being compared to similar properties in the area.|
|Notching||A movement in ratings.|
|Obligation||The title given to the legal relationship that exists between parties to an agreement when they acquire personal rights against each other for entitlement to perform.|
|Obligor||The party indebted or the person making repayments for its borrowings.|
|Principal||The total amount borrowed or lent, e.g. the face value of a bond, excluding interest.|
|Property||Movable or immovable asset.|
|Provision||An amount set aside for expected losses to be incurred by a creditor.|
|Ranking||A priority applied to obligations in order of seniority.|
|Receivables||General term for economic benefit derived from an asset.|
|Recovery||The action or process of regaining possession or control of something lost. To recoup losses.|
|Redemption||The repurchase of a bond at maturity by the issuer.|
|Rent||Payment from a lessee to the lessor for the temporary use of an asset.|
|Repayment||Payment made to honour obligations in regards to a credit agreement in the following credited order: 3.) Satisfy the due or unpaid interest charges; 4.) Satisfy the due or unpaid fees or charges; and 5.) To reduce the amount of the principal debt.|
|Securities||Various instruments used in the capital market to raise funds.|
|Security||An asset deposited or pledged as a guarantee of the fulfilment of an undertaking or the repayment of a loan, to be forfeited in case of default.|
|Senior||A security that has a higher repayment priority than junior securities.|
|Servicer||A transaction appointed agent that performs the servicing of mortgage loans, loan or obligations.|
|Servicing||The calculation of interest and repayments, collection of repayments, advancing of loans, foreclose procedures, maintaining records and seeing that the proceeds of each loan are passed on to the respective party.|
|Short Term Rating||A short term rating is an opinion of an issuer’s ability to meet all financial obligations over the upcoming 12 month period, including interest payments and debt redemptions.|
|Stock Code||A unique code allocated to a publicly listed security.|
|Structured Finance||A method of raising funds in the capital markets. A Structured Finance transaction is established to accomplish certain funding objectives whist reducing risk.|
|Surveillance||Process of monitoring a transaction according to triggers, covenants and key performance indicators.|
|Trade Receivables||A legally enforceable claim for payment to a business by its customer or clients for goods supplied and or services rendered in execution of the customer’s order.|
|Transaction||A transaction that enables an Issuer to issue debt securities in the capital markets. A debt issuance programme that allows an Issuer the continued and flexible issuance of several types of securities in accordance with the programme terms and conditions.|
|Unconditional||Not subject to any conditions.|
|Under Review||Failure to carry out a full review of a rated entity within the designated timeframe, either through lack of information or delays in finalisation, i.e. review is ongoing.|
|Valuation||An assessment of the property value, with the value being compared to similar properties in the area.|
SALIENT FEATURES OF ACCORDED RATINGS
GCR affirms that a.) no part of the rating was influenced by any other business activities of the credit rating agency; b.) the rating was based solely on the merits of the rated entity, security or financial instrument being rated; c.) such rating was an independent evaluation of the risks and merits of the rated entity, security or financial instrument; and d.) the validity of the rating is for a maximum of 12 months, or earlier as indicated by the applicable credit rating document.
The Arranger and Issuer participated in the rating process via face-to-face meetings, teleconferences and other written correspondence. Furthermore, the quality of information received was considered adequate and has been independently verified where possible.
The rating/s above were solicited by the Arranger and Issuer of the Transaction; GCR has been compensated for the provision of the ratings.
The credit rating/s has been disclosed to the Arranger and Issuer and Issuer with no contestation of the rating.
The information received from the Arranger / Issuer:
- Historical trade receivables data of the total and ceded portfolio from January 2008 to December 2014;
- Debtors aging statistics for the abovementioned period;
- Provisions for bad debts and actual write-offs from provisions for the abovementioned period;
- Monthly collections for the abovementioned period;
- Audited financial statements of the Issuer for the year ended 28 February 2014 and year-to-date (October 2014) management accounts;
- Adcorp Holdings Credit Policy, credit application and terms & conditions;
- Compliance Certificate dated 31 December 2014; and
- Adcorp Legal Report as at January 2015.
Adcorp Holdings Limited –Existing Ratings Affirmed