January 18, 2013 / 5:31 PM / in 5 years

TEXT - S&P cuts Finmeccanica SpA long-term corporate credit rtg

     -- We no longer believe Finmeccanica SpA's credit metrics will
improve markedly in 2013, even if some possible disposals are forthcoming. 
     -- We are therefore lowering our corporate credit ratings on the company 
to 'BB+/B' from 'BBB-/A-3'. We are also assigning a recovery rating of '3' to 
the company's unsecured notes, corresponding to an issue rating of 'BB+'.
     -- The outlook is stable, reflecting our base-case assumption that 
Finmeccanica can slightly improve its operating profits in 2013.
Rating Action
On Jan. 18, 2013, Standard and Poor's Ratings Services lowered its long- and 
short-term corporate credit ratings on Italy-based aerospace and defense group 
Finmeccanica SpA to 'BB+/B' from 'BBB-/A-3'. The outlook is stable. 

At the same time, we assigned a recovery rating of '3' to Finmeccanica's 
unsecured notes, indicating Standard & Poor's expectation of meaningful 
(50%-70%) recovery in the event of a payment default. This corresponds to an 
issue rating of 'BB+' for the unsecured notes, in line with the corporate 
credit rating on the group. 

The downgrade reflects our base-case assumption that Finmeccanica is unlikely 
to achieve a financial risk profile in line with a 'BBB-' rating in the near 
term. The previous rating was underpinned by our expectation that Finmeccanica 
would be able to improve its credit metrics through disposal proceeds of at 
least EUR1.0 billion in 2012. This would have resulted in stronger credit 
ratios, such as funds from operations (FFO) to debt of 25% by year-end 2012. 
However, Finmeccanica has not achieved this ratio, which we would have viewed 
as commensurate with a 'BBB-' rating, owing to ongoing delays in planned 

Our rating action factors in the operational improvements reported in 2012 in 
some of Finmeccanica's business lines and the likely benefits of the company's 
continued efficiency programs in 2013 and beyond. We believe that operating 
profits and cash generation in 2012 were in line with our expectations. In 
2012, however, Finmeccanica only completed the sale of its 14% stake in Avio, 
generating proceeds of EUR260 million. This was insufficient to achieve a marked
improvement in its financial risk profile. Finmeccanica's financial ratios 
have been weak for the rating for some time. For example, we estimate FFO to 
debt for 2012 to have been about 20%, which is below our indicative ratio of 
25%. We estimate fully adjusted debt to EBITDA to have been about 4.0x at 
year-end 2012, which is also at the lower end of the range we consider 
commensurate with a "significant" financial risk profile.

In 2013, we anticipate that credit ratios such as FFO to debt or debt to 
EBITDA are unlikely to improve markedly. Although the full disposal of 
Finmeccancia's stake in Ansaldo Energia that could yield proceeds of EUR400 
million-EUR500 million would be a positive, it would still leave the company's 
financial risk profile in the "significant" category, according to our 
criteria, with no positive rating implications.

Given continuing uncertainty regarding the company's disposal decisions and 
their timing, we are now less confident that Finmeccanica will be able to 
carry out disposals as it previously planned. We will therefore include the 
proceeds of any such disposals in our base-case calculation of credit ratios 
once any transactions are closed. 

We believe Finmeccanica was able to achieve its public financial guidance for 
2012. We estimate that revenues for 2012 will be EUR16.9 billion-EUR17.3
EBITA about EUR1.1 billion, and free operating cash flow (FOCF) minimally 
positive. Our base-case for 2013 incorporates a mild improvement in operating 
profits on the back of a flat sales development. We expect that defense 
procurement spending in Italy will increase moderately and stay flat in the 
U.K. in 2013, limiting growth opportunities. We think that Finmeccanica can 
achieve FOCF of about EUR0.2 billion-EUR0.3 billion in 2013. This is supported
the existing order backlog of EUR44.7 billion of as of Sept. 30, 2012, and our 
belief that efficiency measures initiated in 2011 will continue to bear fruit. 
However, in view of Finmeccanica's fully adjusted debt of about EUR5.8 billion 
expected at year-end 2012, we view a FOCF of EUR0.2 billion-EUR0.3 billion as 
insufficient to allow for any marked deleveraging.

We continue to classify Finmeccanica's business risk profile as "satisfactory" 
under our criteria. This is supported by our view of the group's diverse 
positions in the European aerospace and defense industry and favorable 
business mix, which is skewed toward predictable military activities. The 
business risk is constrained, however, by some reliance of the group on its 
domestic Italian military market, moderate profitability compared with peers 
in the industry, and the weak business positions of its noncore activities, 
notably its transportation division. Our management and governance score on 
Finmeccanica is "satisfactory" according to our criteria. 

We assess Finmeccanica's liquidity as "strong," as defined in our criteria, 
and calculate that liquidity sources will exceed needs by more than 2x over 
the next 24-36 months. This is mainly because Finmeccanica's average debt 
maturity is about 10 years.

Sources of liquidity include: 
     -- Surplus cash of about EUR0.7 billion as of Sept. 30, 2012. This is 
reported cash of EUR1.1 billion, less EUR0.4 billion that we consider to be tied
to operations. The cash balance in September is at its seasonally lowest 
point. As is usual in the defense industry, the majority of free cash flow is 
generated in the second part of the year. Therefore, we expect Finmeccanica's 
cash balance at year-end 2012 will be significantly higher than at 

     -- A EUR2.4 billion revolving credit facility (RCF) maturing in September 
2015. To our knowledge, this RCF does not contain financial covenants. As of 
Sept. 30, 2012, EUR930 million of this RCF was used. We believe that 
Finmeccanica generated significant FOCF in the fourth quarter of fiscal 2012. 
We therefore expect the RCF to be undrawn again at year-end 2012.

In our liquidity analysis, we disregard uncommitted lines amounting to EUR0.6 
billion as of Sept. 30, 2012. Finmeccanica's financial maturities over the 
next 36 months are:
     -- Debt of about EUR800 million due in 2013. This primarily relates to the 
EUR750 million due in December 2013. This is the remaining outstanding amount of
a bond with a face value of EUR1.0 billion at issuance, after deducting EUR250 
million of face value that Finmeccanica bought back in the market. In November 
2012, Finmeccanica placed a five-year EUR600 million bond, the proceeds of which
will be used to refinance the EUR803 million due in December 2013.
     -- Debt of EUR46 million due in 2014.
     -- Debt of EUR46 million due in 2014.

For 2013, we anticipate that FOCF will be positive by EUR0.2 billion-EUR0.3 
billion. Because Finmeccanica suspended dividend payments, we likewise 
anticipate a positive discretionary cash flow in 2013. Therefore, we believe 
that cash flows from ongoing operations will not affect Finmeccanica's 
liquidity in 2013.

Recovery analysis
The recovery rating (which is based on Standard & Poor's assumptions and 
calculations) on the existing unsecured notes issued by Finmeccanica SpA and 
its 100% owned finance subsidiaries Finmeccanica Finance S.A. and Meccanica 
Holdings USA Inc. is '3', indicating Standard & Poor's expectation of 
meaningful (50%-70%) recovery in the event of a payment default. This 
corresponds to an issue rating of 'BB+' for the unsecured notes, in line with 
the corporate credit rating on the group. 

The recovery rating is supported by the group's significant asset valuation 
and its strong position as a supplier to the Italian and U.K. defense markets. 
At the same time, the recovery rating is constrained at '3' by the group's 
significant debt outstanding at our simulated point of default, the notes' 
weak documentation, and Italy's insolvency regime, which we view as a less 
creditor-friendly jurisdiction than those of other countries in the region. 

The capital structure includes an unsecured RCF of EUR2.4 billion due 2015 and 
EUR500 million of unsecured European Investment Bank (EIB) loans due 2022 
borrowed by Finmeccanica, debt at various subsidiaries of about EUR400 million, 
and unsecured notes of an amount equivalent to EUR3.6 billion. The company 
provides guarantees of an amount of EUR21 billion to its clients. We understand 
that these guarantees are primarily made up of parent company guarantees 
issued in favor of clients, commercial counter guarantees issued in favor of 
banks, and sureties against their guarantees issued in favor of clients. We 
believe that from all these guarantees, those most at risk of a call on the 
company at default would be progress payment bonds of about EUR4 billion. We 
have therefore included them in the waterfall. We have excluded the debt and 
valuation of the joint ventures from our analysis.

Finmeccanica and Finmeccanica Finance S.A. have issued notes amounting to 
about EUR3.6 billion under the existing EUR3.8 billion euro medium-term note 
(EMTN) program. Meccanica Holdings USA Inc. has issued notes of about EUR1.0 
billion outside the EMTN program. The EMTN notes' documentation and the 
documentation for the bonds issued by Meccanica Holdings is weak. The notes 
are unsecured, benefit from a guarantee from the parent company Finmeccanica, 
and do not contain any incurrence covenants. Nonpayment of debt borrowed by 
the finance subsidiaries or any material subsidiary for an amount exceeding 
EUR25 million would trigger a cross-default.

Given the absence of any maintenance or incurrence covenants, securities, or 
guarantees, we view the RCF documentation as weak. The documentation includes 
restrictions on provisions of security to tradable debt and we understand that 
bank loans are not included in the definition of negative pledge in the 
documentation. Furthermore, the documentation includes provisions for 
additional debt with a carve-out for debt in respect of guarantees to third 
parties, debt raised by finance subsidiaries, and any other debt not exceeding 
50% of the total net worth of Finmeccanica. 

To calculate recoveries, Standard & Poor's simulates a hypothetical default 
scenario, which, in the case of Finmeccanica, would be caused by a prolonged 
economic slowdown paired with an inability to raise additional debt in a 
stressed capital market. We assume that the primary insolvency proceedings 
would occur in Italy. We have relied on the EBITDA multiple approach and 
discrete asset valuation approach to calculate the stressed enterprise value 
of Finmeccanica. We believe the group would reorganize as a going concern 
because it has, in our view, a sustainable business and strong position as 
supplier of defense products.

We have applied a stressed EBITDA multiple of 6x to the stressed EBITDA, 
resulting in a stressed enterprise value of about EUR7.0 billion (excluding 
joint ventures) at our hypothetical point of default in 2018. We have assumed 
that debt maturing prior to 2018 is refinanced under similar terms, and that 
all facilities are fully drawn at the point of default. 

To calculate recoveries, we deduct priority liabilities of about EUR1.2 billion,
comprising enforcement costs, 50% of the present value of net pension 
liabilities, part of the factoring amounts, and debt at subsidiaries' level. 
This gives us a net stressed enterprise value of about EUR5.4 billion for the 
pari passu-ranking unsecured debt. This includes the unsecured notes, the 
unsecured RCF, outstanding EIB loan in the hypothetical default year, and 
progress payment bonds. This leads to our expectation of recovery prospects in 
the 50%-70% range for the notes, and a recovery rating of '3'.

The stable outlook reflects our view that Finmeccanica can slightly improve 
its operating profits on the back of flat sales in 2013. Under our base case, 
we believe the company will generate FOCF of about EUR0.2 billion-EUR0.3 billion
in 2013 and, consequently, we expect credit metrics to improve mildly in 2013. 
We would view an adjusted FFO-to-debt ratio in the range of 20%-25% and 
positive FOCF generation as commensurate with the current rating. 

We could consider a positive outlook or rating action on Finmeccanica if it 
reduces its sizable fully adjusted debt. We would be unlikely to revise the 
outlook as a result of higher cash generated from ongoing operations because 
of the limited discretionary cash flow it generates relative to its sizable 
fully adjusted debt. In view of the slow execution of asset disposals, we will 
include proceeds from such disposals in our calculation of financial credit 
metrics once the transactions are closed. 

We would view an improvement in Finmeccanica's adjusted FFO-to-debt ratio 
toward 30% as indicative of a possible positive rating or outlook action. If 
the company is able to close the sale of Ansaldo Energia, it would strengthen 
its financial risk profile but not necessarily lead to positive rating action. 
This is because we think that upon a potential closing of any such 
transaction, the resulting credit metrics such as FFO-to-debt would remain 
around 25%. 

We could take a negative rating action if FFO to debt fell toward 15% and debt 
to EBITDA dropped to about 4.5x. This is because these credit ratios would be 
indicative of an "aggressive" financial risk profile.

Ratings List

Downgraded; CreditWatch/Outlook Action
                                        To                 From
Finmeccanica SpA
 Corporate Credit Rating                BB+/Stable/B       BBB-/Negative/A-3
 Senior Unsecured                       BB+                BBB-
  Recovery Rating                       3                  NR

Finmeccanica Finance S.A.
Meccanica Holdings USA Inc.
 Senior Unsecured*                      BB+                BBB-
  Recovery Rating                       3                  NR
*Guaranteed by Finmeccanica SpA.
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