TEXT-S&P rates Staples' senior unsecured notes 'BBB'

Tue Jan 8, 2013 4:15pm EST

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Overview
     -- Office supplies retailer Staples Inc. announced that it will tender 
for up to $750 million of its 9.75% notes due in January 2014 and will fund 
the offer with proceeds from a $1 billion senior unsecured note issuance.
     -- On a pro forma basis, we expect the transaction to modestly increase 
debt leverage, but also lower cash interest costs.
     -- While the company's profits were down in the third quarter, its 
domestic business showed signs of stability, which we expect to continue.
     -- We are affirming all ratings, including the 'BBB' corporate credit 
rating, and assigning 'BBB' ratings to the company's senior unsecured notes.
     -- The stable outlook incorporates our expectation that operating trends 
should stabilize in 2013, allowing Staples to maintain credit ratios near 
current levels.

Rating Action
On Jan. 8, 2013, Standard & Poor's Ratings Services affirmed the ratings on 
the Framingham, Mass.-based Staples Inc., including the 'BBB' corporate
credit rating. At the same time we assigned a 'BBB' issue-level rating to the 
company's senior unsecured note issuance.

This action comes after the company issued $1 billion of senior unsecured 
notes. The company plans to use most of the proceeds to fund a tender offer of 
up to $750 million of the company's 9.75% notes due January 2014.

Rationale
The ratings on Staples reflect Standard & Poor's Ratings Services' opinion 
that the company will maintain its "satisfactory" business risk profile, as 
the company is the No. 1 provider of office products in North America and has 
a strong competitive position in its delivery business. We view Staples' 
financial risk profile as "intermediate" and expect its credit measures to 
remain near current levels and its operating trends to stabilize. Moreover, 
the company maintains a "conservative" financial policy, in our view, and 
could use excess cash flow to further reduce debt and enhance credit 
protection measures.

The transaction will increase debt leverage slightly to about 2.2x from 2.1x 
as of Oct. 27, 2012. However, we also expect that cash interest costs could 
decline by up to $30 million, leading to adjusted EBITDA coverage of interest 
of about 5.5x, an improvement from 5.2x over the past 12 months.

Staples' performance exceeded our expectations in the third quarter with an 
adjusted EBITDA decline of only about 5%, which is a marked improvement from 
the second quarter when adjusted EBITDA fell about 16%. We expect a similar 
EBITDA decline in the fourth quarter. We believe that Staples' performance 
should stabilize during 2013, despite weak economic growth and industry 
conditions, as a result of several supporting factors, including modest market 
share gains based on a more aggressive strategy in its North American delivery 
business. We believe Staples' cost structure and service advantages relative 
to its competitors and enhanced product offerings and services will help it 
gain customers and boost its business delivery segment. In addition, the 
company's elimination of cost redundancies, restructuring of its international 
operations, and continued reduction in average store size should further 
support performance.

In the fourth quarter of 2012, we expect moderate sales and profit declines. 
For fiscal 2012, we expect adjusted EBITDA of about $2.4 billion. Our forecast 
for 2013 includes the following assumptions: 
     -- A modest 1% sales growth, with improving U.S. operations helping to 
offset declines in Europe.
     -- Adjusted EBITDA margins will be in the mid-9% area. The company is 
implementing cost-cutting initiatives, which we think will mitigate profit 
challenges in foreign markets.
     -- Relatively flat EBITDA in 2013 relative to 2012.
     -- Cash flow generation will remain sound with free cash flow near $1 
billion and that the company could repay the remaining January 2014 maturity 
with excess cash.

Based on our forecast, we believe Staples' credit ratios will be near these 
levels throughout 2013:
     -- Adjusted debt to EBITDA in the 2.2x-2.3x.
     -- EDITDA coverage of interest in the high 5x.
     -- Funds from operations (FFO) to debt to be in the high-30% area.

Our ratings incorporate our view that the company would not incur sizable debt 
to fund shareholder initiatives or business growth initiatives, and it would 
maintain credit metrics consistent with our assessment of an intermediate 
financial risk.

Liquidity
We view Staples liquidity as "strong" as we expect sources to exceed uses by a 
ratio of at least 1.5 to 1 over the next 24 months. As of Oct. 27, 2012, 
Staples' sources included about $1 billion in cash, just under $1.2 billion of 
credit line availability, and an expected $1.4 billion of FFO over the next 
year.  Staples' uses, after the transaction, include capital spending of 
around $400 million, the remaining $750 million of unsecured notes maturing in 
Jan of 2014, and moderate uses for working capital. Other relevant aspects of 
Staples' liquidity profile are as follows:
     -- We estimate Staples has full availability under its $1 billion 
revolving credit facility due November 2014. 
     -- We believe the company would remain in compliance with its revolving 
credit facility financial covenants, even if EBITDA fell 30%.
     -- We anticipate the company has manageable maturities and can fund the 
remaining January 2014 maturity with excess cash. 
     -- We believe the company has sound banking relationships and a 
satisfactory standing in credit markets.
     -- We believe Staples' will generate about $1 billion of annual free cash 
flow will that will likely be used for a mix of dividends, share repurchases, 
and potentially bolt-on acquisitions.

Outlook
The outlook is stable. We believe profits should be steady in 2013 and credit 
measures should remain near current levels. We forecast adjusted EBITDA 
margins in the mid-9% area, leverage in the low-2x area, and FFO to debt in 
the high-30% area. We think management will continue to fund shareholder 
initiatives and business growth plans in a manner consistent with an 
intermediate financial risk.

However, we acknowledge the potential for moderate profit pressure from weak 
global industry demand and intensifying competition over the next year. We 
could take a negative rating action if we revised our business risk assessment 
of Staples to "fair" from "satisfactory". We would likely do so if the 
operating trends in the U.S. worsened in 2013, and resulted in 
mid-single-digit revenue and high-single-digit profit declines in Staples' 
domestic divisions. If this were to occur, adjusted EBITDA would be in the 
$2.2 billion area. Under these circumstances, we may consider a lower rating 
because of continued declines in the company's profits, despite credit ratios 
that could still be commensurate with an intermediate financial risk profile. 
Note that if we revise the outlook to negative at the current 'BBB' rating, 
the 'A-2' short-term and commercial paper ratings could also be in jeopardy.

We believe the economic headwinds that face Staples' markets is a key risk 
factor that limits upgrade potential in the near term. Still, we could raise 
the ratings if the company's Eurozone business stabilizes and it pursues 
consistent growth opportunities in the U.S. If we believe Staples can sustain 
leverage near 1.8x and FFO to debt in the high-40% area, we could raise the 
rating. We estimate this could occur if sales and EBITDA grow by a 
high-single-digit rate in 2013, and the company pays off the remaining $750 
million unsecured note maturity in January 2014.

Related Criteria And Research
     -- Business Risk/Financial Risk Matrix Expanded, Sept. 18, 2012
     -- 2008 Corporate Criteria: Analytical Methodology, April 15, 2008
     -- 2008 Corporate Criteria: Ratios And Adjustments, April 15, 2008
     -- 2008 Corporate Criteria: Rating Each Issue, April 15, 2008


Temporary contact number: Charles Pinson-Rose (917-280-6289)

Ratings List

Ratings Affirmed

Staples Inc.
 Corporate Credit Rating                      BBB/Stable/A-2     
 Senior Unsecured                             BBB                
 Commercial Paper                             A-2                

New Rating

Staples Inc.
 Senior Unsecured Notes Due 2018 And 2023   BBB


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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