November 30, 2012 / 5:00 PM / in 5 years

TEXT - S&P revises Invensys Plc outlook to positive

     -- U.K.-based engineering company Invensys PLC has agreed to
divest its rail division for GBP1.7 billion in the financial year ending March
31, 2014.
     -- We believe that the divestment, together with Invensys' use of part of 
the proceeds to significantly reduce its pensions deficit, will materially 
improve its credit metrics.
     -- We are therefore revising our outlook on Invensys to positive from 
negative, and affirming our 'BBB-' long-term corporate credit rating on the 
     -- The positive outlook reflects the one-in-three chance of an upgrade 
over the 24-month horizon, assuming Invensys achieves credit metrics in line 
with a "modest" financial risk profile and its business risk profile remains 
"satisfactory" despite the reduced business diversity coming from the disposal 
of the rail division.

Rating Action
On Nov. 30, 2012, Standard & Poor's Ratings Services revised its outlook on 
U.K.-based engineering company Invensys PLC to positive from negative. At the 
same time, we affirmed our 'BBB-' long-term corporate credit and issue ratings 
on the company.

The outlook revision reflects our view that Invensys' credit metrics will 
materially strengthen following the disposal of its rail division for GBP1.7 
billion and the partial use of the proceeds to reduce its pensions deficit in 
the financial year ending March 31, 2014 (financial 2014).

As part of the transaction, Invensys reached an agreement with the trustee of 
its U.K. pension scheme for a long-term solution to the funding of its pension 
plan. In accordance with this agreement, Invensys will make an up-front 
payment of GBP400 million toward the deficit and reserve a further GBP225
in a trust for future payments if needed. In addition, Invensys will make an 
immediate GBP625 million payment to its shareholders. The rest of the proceeds 
will be kept by the company to finance future growth of the remaining 
business. This may include acquisitions, which we estimate would not exceed 
GBP150 million annually over a three-year period.

We believe that the reduction in pension contributions will support Invensys' 
cash flow generation. In addition, the company's exit from large rail-related 
projects may be beneficial for working capital management.

Under our base-case scenario, we estimate that Invensys will post revenues of 
about GBP2.4 billion in financial 2013 and GBP1.8 billion in financial 2014. We 
anticipate that Invensys' Standard & Poor's-adjusted EBITDA margin in these 
years will be in the range of 7.5%-8.5%, compared with 8.2% in financial 2012, 
including rail. We do not anticipate a material change in adjusted debt by 
March 31, 2013, from the GBP690 million Invensys posted on Sept. 30, 2012. This 
leads us to estimate funds from operations (FFO) to debt at 30% in financial 
2013. With the transaction taking place in the course of financial 2014, we 
calculate that Invensys will reach a net cash position on a fully adjusted 
basis by March 31, 2014, assuming that acquisition-related spending does not 
exceed GBP150 million per year, in line with management's indications.

We believe that the disposal of the rail division reduces business diversity, 
may result in a decline of the group operating margin on revenues in the short 
term, and may reinforce Invensys' exposure to economic cycles. That said, pro 
forma for the transaction, Invensys will continue to benefit from satisfactory 
end-market and geographic diversification as well as growing exposure to 
emerging markets. We also anticipate that the company's announced strategy of 
focusing on high-growth segments and high-margin products, combined with a 
restructuring program to reduce overheads, should help to restore 
profitability measures over the medium term.

We continue to assess Invensys' business risk profile as "satisfactory," 
albeit weakened by the reduction in diversity and long-term visibility of the 
earnings in rail. An additional weakness, in our view, stems from high 
execution risks relating to an increase in the contribution of emerging 
markets to revenues and the early stage of large contracts in the company's 
systems business.

We maintain our view that the company's large installed customer base and 
strong and integrated customer relationships pose material barriers to entry 
for competitors. We believe that Invensys' strong positions in niche markets 
support new customer gains, leading to stable revenue generation capacity. 
These strengths are offset by Invensys' exposure to fragmented, highly 
competitive, and cyclical industries, where it mainly competes with larger 

We currently assess Invensys' financial risk profile as "intermediate." This 
is supported by Invensys' strong liquidity position, which offers an 
additional cushion against adverse market conditions. Large postretirement and 
legacy liabilities weighing on asset-protection credit metrics pose the main 
constraint to the company's financial risk profile, in our opinion. We could 
revise our financial risk profile assessment to "modest" under our criteria 
when the transaction closes, as long as Invensys makes scheduled payments in 
line with its announced plan and avoids raising additional debt. This would 
also likely require us gaining greater visibility of the company's financial 
policy over the medium term.

We assess Invensys' liquidity as "strong" under our criteria. We consider 
Invensys' liquidity profile to be supported by the company's policy of 
maintaining ample cash on its balance sheet, the absence of financial debt due 
for repayment, and what we view as proactive treasury management.

Our base-case liquidity assessment is based on the following factors and 
     -- We anticipate that the company's sources of liquidity (including 
operating cash flows, surplus cash balances, and available/committed bank 
financing) will exceed uses (capital spending and contracted cash outflows in 
respect of restructuring, pension fund payments, and other obligatory 
payments) by at least 1.5x over the next two years.
     -- Liquidity sources will continue to exceed uses, even if EBITDA were to 
decline by 30%.
     -- The company appears to have good relationships with its lenders.
     -- We understand that Invensys was in compliance with its financial 
covenants as of Sept. 30, 2012, and we anticipate that the company will be 
able to manage the covenant tests in the next 24 months.

On Sept. 30, 2012, Invensys' liquidity position was supported by GBP176 million 
in cash and liquid assets, and GBP250 million undrawn from its new GBP250
revolving credit facility (RCF), part of the two-tranche GBP600 million facility
that expires in March 2017. The GBP600 million facility is subject to material 
adverse change clauses and an incurrence financial covenant on leverage. This 
compares positively with negligible short-term debt obligations of GBP1 million 
on the same date.

The positive outlook reflects our view that there is a one-in-three chance 
that we could raise the ratings if Invensys completes the rail division 
disposal and reduction in pension liabilities in line with its announced 
strategy. Adjusted debt reduction with the proceeds from the disposal should 
allow the company to maintain adjusted FFO to debt of at least 45% in 
financial 2014 and beyond under our base-case scenario.

We consider FFO to debt of about 30% in financial 2013 as commensurate with 
the 'BBB-' rating. We could raise the rating if Invensys sustainably achieves 
FFO to debt of at least 45% in 2014 and thereafter. Restored profitability, 
positive free cash flow generation, and the absence of any new contract 
delivery issues will also be important factors for any positive rating action.

We could revise the outlook to stable if Invensys fails to maintain an EBITDA 
margin of 7.5%-8.5% on a fully adjusted basis in financial 2013 and after the 
transaction is complete. We could also revise the outlook to stable if the 
company experiences a prolonged period of negative free operating cash flow 
generation. Additional cost overruns, technological or management issues 
relating to project execution, or a downward revision of our business risk 
profile assessment of the company could also lead us to consider revising the 
outlook to stable.

Related Criteria And Research
All articles listed below are available on RatingsDirect on the Global Credit 
Portal, unless otherwise stated.
     -- Key Credit Factors: Criteria For Rating The Global Capital Goods 
Industry, April 28, 2011
     -- Management And Governance Credit Factors, March 12, 2012
     -- Methodology And Assumptions: Liquidity Descriptors For Global 
Corporate Issuers, Sept. 28, 2011
     -- Methodology: Business Risk/Financial Risk Matrix Expanded, Sept. 18, 

Ratings List

Ratings Affirmed; CreditWatch/Outlook Action
                                        To                 From
Invensys PLC
 Corporate Credit Rating                BBB-/Positive/--   BBB-/Negative/--
  Senior Unsecured Debt                 BBB-               BBB-
0 : 0
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