Here's the release in full:
Moody's downgrades Synamedia's CFR to Caa1, outlook is negative
London, October 24, 2023 -- Moody's Investors Service (Moody's) has today downgraded Triton UK Midco Limited's (Synamedia or the company) corporate family rating (CFR) to Caa1 from B3 and probability of default rating (PDR) to Caa1-PD from B3-PD. This rating action concludes the review for downgrade opened in April 2023. Concurrently, Moody's affirmed the B3 rating of the $305 million senior secured first lien term loan due 29 October 2024 ($232million outstanding as of end of September 2023, "First Lien") and the senior secured first lien revolving credit facility (RCF) issued by Synamedia Americas Holdings, Inc. The outlook for both entities is negative.
RATINGS RATIONALE
Moody's understand the company is progressing discussion with a number of lenders to refinance all debt facilities. However, the rating agency doesn't expect Synamedia will complete the refinance the First Lien prior to 29 October 2023, when it will become current as maturing within a year. Synamedia's rating downgrade reflects the delays in refinancing its First Lien debt. Synamedia's liquidity could materially deteriorate within the next 12 months as the RCF's maturity (May 2026) would spring forward 91 days prior to the First Lien maturity (to about the end of July 2024) if no refinancing had taken place by such time.
Moody's acknowledges Synamedia's recent efforts to restructure its high cost base through a significant personnel reduction, which the company expects to generate over $80 million in cost savings. Although the rating agency expects FCF to be positive and EBITDA to grow on Moody's-adjusted basis in 2024, Moody's still views Synamedia's business model as challenged as Media Cloud Services and Video Network revenues growth have yet to offset the structural decline in Broadcast Technology divisions.
LIQUIDITY
Moody's views Synamedia's liquidity as weak. Synamedia is yet to refinance the First Lien that is due 29 October 2024. After further amortization of $23 million in the next year the balance at repayment is $209 million.
The $60 million RCF commitments will reduce by $5 million as of 1 November 2023 and the RCF documentation includes a springing forward maturity clause that will be triggered if refinancing of the First Lien has not been completed by the end of July 2024.
ESG CONSIDERATIONS
Moody's assessed the company's governance to be a key driver for today's rating action. The rating agency has changed the Governance score of Synamedia to IPS-5 from IPS-4 reflecting the delay in completing the refinancing. The credit impact score (CIS) has also changed to CIS-5 from CIS-4 which reflects the very material impact of Governance considerations on Synamedia's credit rating.
STRUCTURAL CONSIDERATONS
Moody's B3 rating of the First Lien and the RCF facilities is one notch above the CFR of the company. The rating uplift is supported by the presence in the capital structure of USD 100 million of second lien due in 2025, which is not rated by Moody's.
The security package is standard in the leverage finance market and is represented largely by share pledges. While the security package is considered weak, Synamedia's recent restructuring progress should result in improving FCF generation thereby improving the prospects of high recovery for First Lien lenders in a default scenario.
RATING OUTLOOK
The negative outlook reflects Moody's assessment of Synamedia's liquidity to further weaken in the next 12 months and the remaining uncertainty about timing of First Lien's refinancing.
FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS
Synamedia's ratings could be upgraded once refinancing of the First Lien is completed, the company's revenue for FY2024 are at least in line with FY2023 and gross margins remain stable. An upgrade would also require liquidity to be adequate, Moody's-adjusted leverage to remain below 3.5x, and a track record of growing non-legacy revenue (the legacy business being the set-top boxes software).
The ratings could come under downward pressure if the company fails to refinance the First Lien or revenue decline is higher than Moody's anticipated.
PRINCIPAL METHODOLOGY
The principal methodology used in these ratings was Business and Consumer Services published in November 2021 and available at https://ratings.moodys.com/rmc-documents/356424. Alternatively, please see the Rating Methodologies page on https://ratings.moodys.com for a copy of this methodology.
COMPANY PROFILE
Headquartered in Staines, UK, Synamedia is a global provider of video infrastructure technology whose portfolio features video network services; anti-piracy solutions and intelligence; and video platforms with fully-integrated capabilities including cloud digital video recording (DVR) and advanced advertising. The company operates through 3 segments: (1) Broadcast Technologies, (2) Media Cloud Services, and (2) Video Network.