TEXT-S&P cuts Codere SA to 'B-'

Fri Jul 6, 2012 11:50am EDT

July 6 - Overview
     -- In our view, recent Argentine government policies and actions could 
hinder the operations of Spain-based gaming company Codere S.A. in Argentina.
     -- Codere relies heavily on its earnings from Argentina, which represent 
about 55% of group consolidated EBITDA.
     -- We are lowering our long-term rating on Codere to 'B-' from 'B' and 
assigning a negative outlook.
     -- The negative outlook mainly reflects our view that any significant 
macroeconomic and political deterioration in Argentina over the next 12 to 24 
months could adversely affect Codere's earnings and liquidity during the 
period.  

Rating Action
On July 6, 2012, Standard & Poor's Ratings Services lowered its long-term 
corporate credit rating on Spain-based gaming company Codere S.A. 
(Codere) to 'B-' from 'B'. The outlook is negative. 

At the same time, we revised the recovery rating on the senior unsecured notes 
issued by subsidiary Codere Finance (Luxembourg) S.A. to '4' from '3', 
indicating our expectations of average (30%-50%) recovery for noteholders in 
the event of payment default. We also lowered our issue rating on these notes 
to 'B-' from 'B', in line with the corporate credit rating on Codere. 

Rationale
The downgrade reflects our view that Argentina's deteriorating economy and 
government policies enacted since October 2011, including tightening control 
and limitations on cash flow repatriation for foreign companies, as well as 
rising restrictions to international trade, could affect Codere's liquidity 
and, ultimately, its credit quality. We believe that the increasing risks to 
Argentina's economy, including high inflation (which has appreciated the real 
exchange rate), import restrictions, and other actions that have also 
contributed to the emergence of a parallel foreign exchange market, could 
cause a decrease in Codere's earnings. The group relies heavily on its 
earnings from Argentina, which totaled about 55% of group consolidated EBITDA 
in 2011.

The downgrade also takes into account our concerns about Codere's ability to 
refinance its EUR120 million senior credit facility maturing in June 2013, if 
the group faced a pronounced worsening in the economic and political 
conditions in Argentina over the next 12 months. We would view Codere's 
continuous access to its facility, which is subject to financial covenants, as 
critical under such a scenario.

In our base-case scenario, we don't factor in the risk of expropriation of 
foreign owned gaming operations in Argentina. 

In our view, Codere's financial risk profile is highly leveraged. The main 
constraint is the consolidation of its principal shareholder payment-in-kind 
(PIK) loan and its dependence on continued access to cash flows from Latin 
America given its increasing reliance on that region. Under our scenario of 
deterioration in Argentina's economy and restraints on capital movement, we 
think the group's Standard & Poor's adjusted debt to EBITDA ratio (including 
the PIK loan) could rise to about 6x by Dec. 31, 2012, up from 5x in 2011. In 
addition, Codere's financial risk profile reflects the group's vulnerability 
to foreign exchange movements, which are only partially hedged for this year 
(a total of $90 million of hedges against the Argentine peso as of March 31, 
2012), but unhedged for 2013. 

Our assessment of Codere's business risk profile as "weak" reflects the 
group's substantial exposure to Latin America, particularly to Argentina and 
Mexico, which we regard as generally subject to greater regulatory, foreign 
exchange, and labor relations risks than European countries. At the same time, 
we acknowledge the current economic weakness in Spain and Italy, where Codere 
also operates. However, the two markets combined represent less than 15% of 
group consolidated EBITDA. These weaknesses are offset to a degree by our view 
of the company's cash generative characteristics, its leading market 
positions, and limited maintenance capital expenditure (capex) requirements. 
We also remain mindful of the growing importance of the Mexican business to 
Codere, particularly following its recent increase of its stake in ICELA. This 
year, Codere expects to upstream a dividend of about EUR50 million and a 
contribution of about 30% of group consolidated EBITDA from its Mexican 
operations. 

Liquidity
We view Codere's liquidity as "less than adequate" under our criteria. We 
believe that Codere's liquidity sources are likely to exceed its liquidity 
uses by more than 1.0x in both 2012 and 2013, under our base-case scenario. 
Our assessment of the group's liquidity mainly reflects our view that access 
to its senior credit facility maturing in June 2013 would be critical if its 
Argentine operations were to be significantly affected by deteriorating 
economic and political conditions. This is because Codere already faces 
growing restrictions on cash flow repatriation from Argentina, as well as 
large investments linked to the renewal of five of its Argentine gaming 
licenses.

The group's liquidity sources benefit from:
     -- EUR186.4 million of cash and short-term investments on March 31, 2012. 
However, we are mindful that non-European subsidiaries hold about 55% of the 
company's cash (including about 25% in Argentina), so some cash might not be 
immediately available to the parent company. We understand that Codere's cash 
position in Argentina has recently decreased to about EUR25 million;
     -- EUR60 million that's fully available under the RCF tranche of the EUR120
million senior credit facility maturing June 2013, as of March 31, 2012. On 
the same date, the group also had about EUR7 million available out of the EUR60 
million tranche dedicated to letters of credits and surety bonds; 
     -- Positive funds from operations (FFO) of about EUR170 million for both 
2012 and 2013; and
     -- Adequate headroom under its financial covenants. However, we note that 
the continued availability of the senior credit facility is subject to 
covenants, which could be tested in the event that conditions in Argentina 
worsen more than currently anticipated. 

At the same time, the group's liquidity uses include:
     -- EUR46 million and EUR16 million of debt maturities in 2012 and 2013, 
respectively;
     -- EUR150 million of estimated annual capex in 2012 and 2013, excluding 
Codere's recent acquisition of the additional stake in ICELA;
     -- Total license renewal fees that we estimate between EUR100 million and 
EUR150 million, assuming they are calculated in a manner similar to previous 
renewals. These include upfront fees, which will likely represent the largest 
portion of the outlay, plus a cannon tax surcharge payable over the next five 
years; and
     -- About EUR45 million of short-term liabilities relating to gaming tax 
payables.

Given Codere's growing business in Argentina and the weak economic environment 
in Spain and Italy, we think that Codere's liquidity depends increasingly on 
continued access to cash flows from Latin America. We understand that 
management doesn't intend to further upstream significant amounts of cash from 
Argentina in the remainder of 2012. It has announced its intention to use 
local cash sources to partly fund the upcoming license renewal fees. In 
addition, Codere holds some flexibility in its projected capex investments, 
since most of these are discretionary and not committed.  

We note that in the 2001-2002 Argentine financial crisis, Codere was directly 
affected by restrictions on cash transfers abroad (as well as by negative 
currency effects).

Recovery analysis
The issue rating on the EUR760 million senior notes and $300 million senior 
notes issued by Codere Finance (Luxembourg) S.A. is 'B-', in line with the 
long-term corporate credit rating on Codere. The recovery rating on these 
notes is '4', indicating our expectation of average (30%-50%) recovery for 
noteholders in the event of a payment default. The notes are guaranteed on a 
senior basis by Codere and on a senior subordinated basis by subsidiary 
guarantors.

We have revised our recovery rating on the senior notes in light of Codere's 
exposure to Argentina's deteriorating economy and our view of its weak 
medium-term growth prospects. We believe that the increasing risks to 
Argentina's economy, including high inflation, import restrictions, and the 
risk of devaluation of the Argentine peso could cause Codere's earnings to 
decline. 

In turn, we believe the potentially worsening conditions could lead us to 
lower our valuation of the company's Argentine business in our hypothetical 
default scenario.     

Our recovery and issue ratings are supported by our valuation of Codere as a 
going concern, underpinned by its leading market positions and strong barriers 
to entry in the highly regulated gaming sector. At the same time, the issue 
and recovery ratings are limited by our view of the security package and 
noteholder protection as weak. This is because the company could raise up to 
EUR200 million of senior bank debt according to the euro notes' documentation 
(compared with $400 million permitted in the dollar notes' documentation), 
including the EUR120 million credit facility that would rank ahead of the notes.
The ratings also reflect the uncertainties related to Codere's operations in 
Latin American jurisdictions, and the company's exposure to the Spanish 
insolvency regime, which we view as unfavorable for creditors (see "Update: 
Jurisdiction-Specific Adjustments To Recovery And Issue Ratings," published 
June 20, 2008).

As part of our revised recovery analysis, we have simulated a hypothetical 
default scenario with a default in 2014, versus 2015 previously, triggered by 
declines in revenues and margins, primarily following potential regulatory 
actions in Latin America and Europe. In addition, our scenario assumes that 
the difficult political and economic conditions in Argentina would accelerate 
margin contraction in Codere's Argentine business. We project that the group 
will be able to refinance its EUR120 million credit facilities due in 2013. 

Our valuation on Codere is based on a combination of discounted cash flow and 
market multiple approaches, and a blended enterprise value to EBITDA multiple 
that we have revised to 4.5x from 5.5x mostly owing to our anticipation of a 
lower valuation of the group's Argentinean operations at the point of default. 
In 2014, the hypothetical year of default, we forecast EBITDA down to about 
EUR165 million and a stressed enterprise value of about EUR740 million (down
from 
EUR920 million). 

From the stressed enterprise value, we deduct priority liabilities of about 
EUR106 million, comprising enforcement costs and finance leases. We also deduct 
EUR237 million of debt ranking ahead of the euro and U.S. dollar senior notes, 
including the debt of Codere's various subsidiaries and the EUR120 million 
senior facility that we assume would be fully drawn by the point of default. 

The residual value is sufficient for average recovery in the 30%-50% range for 
senior noteholders, comprising about EUR1,040 million in the year of default, 
although we see some volatility in the recovery prospects for the following 
reasons. First, according to the proposed notes' documentation, Codere can 
increase the amount of debt ranking above the notes, which would reduce 
recovery prospects for noteholders. Second, we believe that if the group were 
to push down the proposed U.S. dollar notes to a Latin American holding 
entity, recovery prospects for both the euro and U.S. dollar notes could be 
affected by potential changes in the overall capital structure and in our 
valuation assumptions. Third, we consider that a more severe depreciation of 
the currencies in Argentina or Mexico could lead to materially lower recovery 
prospects for the senior noteholders, given that this debt is denominated in 
euros and U.S. dollars. 

Outlook
The negative outlook mainly reflects our view that any further significant 
macroeconomic and political deterioration in Argentina over the next 12 to 24 
months could adversely affect Codere's earnings and liquidity during the 
period. Given the current conditions in Argentina, we think it's particularly 
critical that Codere keeps a tight rein on investment spending. 

We could lower the ratings on Codere if we perceived marked weakening in its 
liquidity from current levels, either owing to the inability to satisfactorily 
refinance its upcoming senior credit facility maturity, further restrictions 
on cash flow repatriation from Argentina, increased foreign exchange controls, 
or if covenant headroom were to materially tighten. We could further lower the 
ratings if our adjusted ratio of Codere's EBITDA interest cover were to go 
below 2.0x. We could also consider a downgrade if we were to anticipate a 
material risk of nationalization of gaming businesses in Argentina.

A revision of the outlook to stable depends largely on Codere's successful 
refinancing of its senior credit facility and the maintenance of adequate 
covenant headroom over the next 12 to 24 months. 

Related Criteria And Research
     -- Spanish Gaming Company Codere Proposed $250 Million Senior Notes 
Assigned 'B' Issue Rating; '3' Recovery Rating, Jan. 26, 2012
     -- Principles Of Credit Ratings, Feb. 16, 2011
     -- Methodology And Assumptions: Liquidity Descriptors For Global 
Corporate Issuers, Sept. 28, 2011
     -- Criteria Methodology: Business Risk/Financial Risk Matrix Expanded, 
May 27, 2009
     -- Hybrid Capital Handbook: September 2008 Edition, Sept. 15, 2008
     -- 2008 Corporate Criteria: Analytical Methodology, April 15, 2008

Ratings List
Downgraded; Outlook Action
                                        To                 From
Codere S.A.
 Corporate Credit Rating                B-/Negative/--     B/Stable/--

Downgraded
                                        To                 From
Codere Finance (Luxembourg) S.A.
 Senior Unsecured*
  EUR100 mil  8.25% bnds due 06/15/2015 B-                 B 
   Recovery Rating                      4                  3
  EUR660 mil  bnds due 06/15/2015       B-                 B 
   Recovery Rating                      4                  3
  US$300 mil  9.25% bnds due 02/15/2019 B-                 B 
   Recovery Rating                      4                  3

*Guaranteed by Codere S.A.

Complete ratings information is available to subscribers of RatingsDirect on 
the Global Credit Portal at www.globalcreditportal.com. All ratings affected 
by this rating action can be found on Standard & Poor's public Web site at 
www.standardandpoors.com. Use the Ratings search box located in the left 
column.
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