(Repeat for additional subscribers)
Feb 26 (The following statement was released by the rating agency)
Fitch Ratings has revised the Outlook on Sistema Joint Stock Financial Corp.'s
(Sistema) Long-Term Issuer Default Rating (IDR) to Positive from Stable and affirmed the IDR at
'BB-'. A full list of rating actions is at the end of this release.
The revision of the Outlook reflects significant deleveraging at the holdco
level and expectations of continuing stable dividends from key subsidiaries,
which should be sufficient to resolve legacy support issues for weaker parts of
Sistema is a diversified holding company with its key assets being controlling
stakes in OJSC Mobile TeleSystems (MTS; BB+/Positive), a large telecoms operator
in Russia and CIS, and Joint Stock Oil Company Bashneft (Bashneft; BB/Positive),
a medium-sized Rissian oil company. Sistema's credit profile is shaped by its
ability to control cash flows and extract dividends from these two key
subsidiaries. These positives are overlaid by a significant debt burden at the
holdco level including exposure to substantial off-balance-sheet liabilities
through its subsidiaries and potential support requirements for weaker assets of
KEY RATING DRIVERS
Reliable Dividend Flow
Sistema's key operating subsidiaries, MTS and Bashneft generate strong free cash
flow (FCF) supporting their ability to pay large dividends. Sistema can
effectively control the cash flows of these subsidiaries and shape their
Additional Dividends an Option
In view of both MTS's and Bashneft's low leverage and stable operating
performance, they retain flexibility to upstream significant additional
dividends without jeopardising their ratings. On a standalone basis, MTS's
credit profile is consistent with low investment grade level. We estimate that
Sistema may extract up to USD4bn in extra dividends, which would be sufficient
to address any debt issues at the holdco level and provide necessary financial
support to its weaker subsidiaries.
Focus on Dividends, Monetisation
Sistema adopted a new strategy in 2013, which aims to transform the company into
a diversified investment holding company, with a focus on receiving stable
dividends and monetising its investments and less emphasis on operating control.
However, we note that material dividend diversification may only be achievable
in the long term, and expect that Sistema will continue to depend on dividends
from MTS and Bashneft as a key recurring income stream in the short to medium
term at least.
Diversification benefits will likely come at a price of lower control over the
investments' cash flows if Sistema's portfolio composition changes to minority
stakes. As an investment holding company, Sistema will remain intrinsically
exposed to high M&A risks.
Off-Balance-Sheet Exposure Reduced
Sistema guarantees some debt of its subsidiaries, most notably Sistema Shyam
TeleServices (SSTL) in India. On a positive note, this subsidiary's debt had
significantly reduced to USD621m at end-September 2013 from USD1,574m at
end-2011with Sistema's help. SSTL significantly downsized its operations and
scaled down its development ambitions in India with the aim of becoming EBITDA
break-even by 1Q15. We believe this will limit the amount of additional support
required from Sistema.
The holdco also granted a number of equity put options, which effectively turn
these instruments into debt recourse to Sistema, increasing its leverage.
Weak Developing Assets
Some of Sistema's operating subsidiaries are fairly weak credits, and some are
highly leveraged, most importantly in the high-tech segment, and may require
financial support from the parent. Although Sistema is not contractually
committed to provide this support, additional reputational/strategic
considerations may apply.
Holdco Leverage Improving
A sale of the minority 49% stake in Russneft for USD 1.2bn in 2013 allowed
Sistema to notably delever at the holdco level. We expect that dividends from
MTS and Bashneft will be sufficient to gradually reduce off-balance sheet
liabilities and sort out legacy support requirements for weak subsidiaries.
A reduction in off-balance-sheet liabilities and sustained deleveraging at the
holdco level to below 2.5x net debt including off-balance-sheet liabilities to
normalised dividends may be positive. This is likely to be achieved through
limiting Sistema's exposure to further losses and debt increases at Shyam and
re-organisation of the technology segment so that it becomes capable of
sustainably servicing its debt without parental support.
A protracted rise in this metric to above 4.5x may lead to negative rating
action. A portfolio reshuffle increasing the share of subsidiaries with low
credit profiles could also be rating negative.
FULL LIST OF RATING ACTIONS
Long-Term IDR: affirmed at 'BB-', Outlook revised to Positive from Stable
Local currency Long-Term IDR: affirmed at 'BB-, Outlook revised to Positive from
National Long-Term Rating: affirmed at 'A+(rus)', Outlook revised to Positive
Senior unsecured debt: affirmed at 'BB-' foreign and local currency, 'A+(rus)'
Loan Participation Notes issued by Sistema Funding S.A. and guaranteed by
Sistema: affirmed at 'BB-'