24 января 2003 | Cbonds
|Международное рейтинговое агентство Moody's Investors Service присвоило рейтинг Ва3 необеспеченному выпуску облигации ОАО «МТС» объемом $400 млн, со сроком погашения в 2008 году. |
Бумага выпускается через 100% дочернюю компанию МТС - Mobile TeleSystem Finance S.A. Прочие рейтинги ОАО «МТС» остались на прежнем уровне - основной рейтинг на уровне Ва3 и основной рейтинг по необеспеченным облигациям на уровне Ва3, прогноз – "стабильный".
Прибыль от размещения облигаций планируется пустить на развитие компании, в частности на покупку ряда операторов мобильной связи на территории России и СНГ.
Ниже приведена полная версия на английском языке:
MOODY'S ASSIGNS Ba3 TO MOBILE TELESYSTEM'S PROPOSED $400 MILLION UNSECURED BOND ISSUE; ALL OTHER RATINGS UNCHANGED, OUTLOOK STABLE
Approximately US$ 700 Million of Debt Securities Affected.
London, 23 January 2003 -- Moody's Investors Service assigned a Ba3 rating to Mobile TeleSystem OSJC's ("MTS") proposed issuance of $400 million senior unsecured notes due 2008. The proposed notes are to be issued through a wholly owned and guaranteed finance vehicle, Mobile TeleSystem Finance S.A. All other ratings remain unchanged (Ba3 senior implied rating and Ba3 senior unsecured issuer rating). The outlook is stable.
The net proceeds from the proposed notes offering are expected to be used for general corporate purposes, including the acquisitions of mobile operators in various regions of the Russian Federation and countries of the CIS. In particular, MTS has recently announced agreements to purchase a 57.7% stake in Ukranian Mobile Communications ("UMC"), a leading operator in Ukraine, for $192.4 million, as well as an option to acquire the remaining 42.3% prior to November 4, 2005. This proposed purchase is still pending subject to certain approvals, including existing UMC shareholders. However, in the event approval for the acquisition is not reached, proceeds from the proposed issue will be applied at managements discretion.
As a stand-alone entity, the ratings assigned to MTS continue to reflect (i) the company's strong position as a leading mobile operator in Russia, (ii) expectation that MTS will act as a leading consolidator in the Russian mobile market, (iii) the company's strong historical and projected cash flow generation and (iv) the company's modest levels of indebtedness relative to operating cash flow. The ratings also reflect (i) risks associated with the company's rapid expansion, including the ability to seamlessly digest a series of acquisitions without disruption to the end customer, (ii) the gradual increase in debt leverage (iii) exposure to the vagaries of Russia's economic, inflationary and currency exchange environment (iv) lack of regulatory transparency in Russia, both in terms of licence issuance/renewal and inter-connection into the fixed line network and (v) the overall uncertainties with respect to the depth and development of the Russian mobile market.
MTS has grown rapidly since Moody's initial rating in December 2001, principally driven by organic and acquisitive regional expansion. Moody's anticipates MTS stand-alone revenues to continue to grow strongly over the near term but slow in the medium term as the company penetrates regional market subscribers. The company's expansion plans rely heavily on sustainable high profitability and strong market position in the core Moscow market.
Among other factors, the variety of business and financial risks associated with rapid expansion into the regions is a major factor that is likely to constrain the company's ratings over the near term. Growth in subscribers is also expected to lead to a fall in ARPU below the third quarter blended level of $25, which will moderate absolute levels of revenue growth. The steepness of ARPU decrease and the impact in revenue growth, however, will largely be a function of competition, income per capita/telecom spend and depth of penetration in Moscow and the regions. That noted, even assuming a modest decline in ARPU over the forthcoming years, Moody's expects MTS to remain highly cash generative at the operating level, underpinned by strong gross and operating margins.
MTS currently operates with low leverage (0.53-times on a gross debt/3Q 2002 annualised EBITDA) and strong interest coverage levels relative to other rated mobile operators. Strong operating cash flow provides cushion within the current rating level to accommodate an increase in pro-forma debt leverage despite a near doubling of the company's gross debt from $438.2 million to pro-forma $838.2 million. MTS free cash flow, however, is expected to remain negative during 2003 as the company continues to aggressively expand its regional network, both organically and through acquisition. The company expects to spend approximately $500 million in capital expenditures per annum over the next 2 years (not including potential acquisitions). Moody's believes MTS has flexibility to moderate proposed spending programmes but likely competitive pressures may limit the scope for any major deviation from spending expectations. At the proposed rate of capital expenditure (absent of any acquisitions including UMC), Moody's anticipates the company would have sufficient cash on hand following the proposed bond issue to cover future debt repayments, including the 2004 bond repayment, however this scenario remains highly dependent upon the company's overall performance and acquisition strategy.
In the event that the UMC transaction closes, MTS will substantially boost its presence outside the Russian Federation. Moody's however remains cautious with respect to the speed in which MTS is expanding, particularly its ability to digest the series of acquisitions completed to date. That noted, the agency recognises the attractive opportunities presented by the under-penetrated Ukrainian mobile market. UMC is a leading operator in the Ukraine with an estimated 1.6 million subscribers and a 46% market share as at 30 September 2002. Moody's views the prospect of MTS's acquisition of UMC as broadly ratings neutral given its limited indebtedness, cash flow funded capital expenditure requirements and other business and financial characteristics. In the event that the acquisition completes, Moody's expects MTS to use a portion of the proposed bond proceeds to fund the initial 57.7% purchase price. In this scenario, MTS will likely require further funding in 2004 to part cover refinancing of the $300 million existing bond.
MTS is currently 40.4% directly and indirectly held by Sistema JSFC, a diversified Russian financial and industrial holding, and 40.1% directly and indirectly held by DeTe-Mobil, with 17.3% shares free floating. Based on minority shareholdings, low likelihood of additional financial support and the stand-alone nature of MTS' operations, Moody's has not factored any explicit positive support from either shareholder into its ratings. The ratings, however, do encapsulate a number of "softer" benefits to MTS from its shareholder relationships, such as local market knowledge, lobbying influence, product development and technical knowledge, among other things.
The Ba3 rating on the proposed senior unsecured notes also takes into consideration that MTS, the guarantor, is the main operating company. Moody's also takes comfort that MTS has minimal secured and subsidiary indebtedness; legacy debt instruments in the capital structure will amortise over the forecast period with no meaningful impact on cash flow. Going forward Moody's has factored that MTS will not incur additional secured debt in the capital structure nor meaningful subsidiary indebtedness. Moreover, MTS, the guarantor, is expected to remain the core cash generating entity within the organisation. The indenture terms offer minimal additional protection to bondholders.
MTS is a leading provider of mobile cellular communications in Russia with operations in the CIS based exclusively on GSM technology. As of September 30, 2002, MTS had more than 5.4 million subscribers, generating $952.4 million in revenues over the first nine months of the year.