June 8, 2016 - 2:01 PM EDT
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Fitch Rates Cosan Luxembourg's USD500MM Notes 'BB+(EXP)'

SAO PAULO--(BUSINESS WIRE)-- Fitch Ratings has assigned a 'BB+(EXP)' rating to Cosan Luxembourg S.A's (Cosan Luxembourg) proposed USD500 million senior unsecured notes due 2026, which will be unconditionally and irrevocably guaranteed by Cosan S.A Industria e Comercio (Cosan). Net proceeds from this issuance will be fully used to prepay existing debt. Fitch currently rates Cosan's Long-Term (LT) Foreign Currency (FC) Issuer Default Rating (IDR) 'BB+'/Negative Outlook, and its LT Local Currency (LC) IDR 'BB+'/Stable Outlook. A complete list of ratings follows at the end of this release.

KEY RATING DRIVERS

Cosan's ratings are supported by its strong and diversified asset portfolio. Fitch expects this portfolio to provide a robust flow of dividends to Cosan in order to cover its interest expenses above 2x and pay a sufficient dividend to support its main shareholder's (Cosan Ltd.) debt service. The company's portfolio benefits from the resilience of activities such as distribution of natural gas, and the sale of lubricants and fuels. The share of the sugar and ethanol (S&E) business over Cosan's pro forma consolidated EBITDA has stood flat at 33% in 2015, as this business presented a stable performance despite its inherent volatility.

The ratings incorporate Cosan's still-high leverage as of March 31, 2016, although some reduction has been noticed, and the company benefits from a comfortable debt maturity profile. Our analysis has also considered the subordination of this company's debt to the obligations of its main investments, as access to their cash is limited to dividends received.

Robust Asset Portfolio

Cosan's three main assets and source of dividends are companies with robust credit quality. Raizen Combustiveis S.A. (Raizen Combustiveis; FC and LC IDRs of 'BBB' and 'AAA(bra)') is the third largest fuel distributor in Brazil, with predictable operational cash generation. Despite its more volatile results, Raizen Energia S.A. (Raizen Energia; rated 'BBB'/'AAA(bra)') is the largest S&E company in Brazil and as such it benefits from its large business scale, which somewhat mitigates the current challenging scenario for the sector. Companhia de Gas de Sao Paulo (Comgas; FC IDR 'BB+', LC IDR 'BBB-'/'AAA(bra)') is the largest natural gas distributor in Brazil, with high growth potential and predictable operational cash flow. Fitch's Rating Outlook on all of their FC IDRs is Negative to reflect the Negative Outlook on Brazil's sovereign rating.

All of Cosan's businesses reported improved performance in 2015 compared to the previous year. In 2015, Comgas reported net revenues at BRL6.6 billion and stable EBITDA margin at 23%, while Raizen Combustiveis reported net revenues of BRL63 billion in the fiscal year ended March 31, 2016, comparing favorably to BRL56 billion in fiscal 2015. Raizen Energia reported a 22% increase in revenues to BRL11.8 billion in fiscal 2016 and flat EBITDAR margin at 29% compared to fiscal 2015. The other two assets invested in by Cosan are Cosan Lubrificantes S.A. and Radar Propriedades Agricolas S.A., which add to business diversification.

High Interest Coverage Expected to Remain

Fitch expects Cosan's investees to receive robust dividend payments over the next few years, with Cosan receiving around BRL1 billion in 2016, compared favorably with BRL684 million in 2015. Raizen Combustiveis should maintain its growing trend in revenues, with a stable EBITDA margin, while Raizen Energia's operational cash flow generation should benefit from expected higher S&E prices and sales volumes. Comgas distributed BRL1.2 billion of dividends in the first quarter of 2016 which is expected to reach BRL1.4 billion at year-end. Nevertheless, Fitch estimates Comgas' annual dividends distribution will range between BRL300 million-BRL500 million from 2017 to 2019.

Cosan's interest coverage should remain above 2x, which is adequate for the rating category and allows the company to gradually reduce its debt. In 2015, the ratio of dividends received/interest expense was near 2x. Cosan's access to its main investees is limited to dividends, as Raizen Combustiveis and Raizen Energia are jointly controlled by Cosan and Shell. Comgas is a regulated concession and any intercompany loan to shareholders must be approved by regulators.

High Leverage for Cosan

Cosan's leverage should remain high on a stand-alone basis, in our view, despite the lower ratio presented at the end of the first quarter of 2016. This decline was due to appreciation in the BRL and, more important, a robust dividend inflow of BRL730 million in the three-month period ended March 31, 2016. The company reported net adjusted debt of BRL5.9 billion and total dividend inflow of BRL1.4 billion in the last 12-months ended March 31, 2016, bringing down the ratio of net adjusted debt-to-EBITDA plus dividends received to 4.9x. This compares favorably with the net adjusted debt of BRL7.6 billion and net adjusted leverage of 12.1x reported in December 2015.

Debt consisted mostly of intercompany loans of BRL4.4 billion, which represent past bond issuances performed by its fully owned subsidiaries, and non-voting preferred shares of BRL2 billion. Although issued by Cosan Luxembourg S.A. (Cosan Luxembourg) and Cosan Overseas, the associated debt at both entities is guaranteed by Cosan, which is ultimately responsible for the payment.

KEY ASSUMPTIONS

Fitch's key assumptions within the rating case for Cosan include:

--An increased flow of dividends coming from Comgas, Raizen Combustiveis and Raizen Energia S.A over the next two years, reaching over BRL1 billion per year.

--Potential new issuances will only be used to refinance existing debt.

RATING SENSITIVITIES

Future developments that may, individually or collectively, lead to a negative rating action include deterioration of the credit profiles of Raizen Combustiveis, Raizen Energia and/or Comgas and Cosan's interest coverage by dividends received falling below 2x. A downgrade of the sovereign rating may also trigger a downgrade of Cosan's FC IDR and ratings for the associated bond issuances.

Future developments that may, individually or collectively, lead to a positive rating action include more predictable cash flow generation at Raizen Energia, and Cosan's interest coverage by dividends received remaining above 3x on a sustainable basis.

LIQUIDITY

Cosan's debt maturity profile is well laddered and is not expected to pressure the company's cash flows until 2018 when the BRL850 million notes are due. As of March 31, 2016, the holding company had BRL980 million of cash versus short-term debt of BRL535 million, yielding robust cash-to-short-term debt coverage of 1.8x. Fitch expects Cosan to receive a robust inflow of dividends that should enable an adequate repayment capacity for upcoming interest. Cosan's liquidity is reinforced by a fully available committed Stand-by Facility of BRL750 million and the positive track record of paying dividends.

FULL LIST OF RATING ACTIONS

Fitch rates Cosan and related companies as follows:

Cosan:

--Long-Term Foreign Currency IDR at 'BB+'; Outlook Negative

--Long-Term Local Currency IDR at 'BB+'; Outlook Stable

--National scale rating at 'AA+(bra)'. Outlook Stable

Cosan Overseas:

--Perpetual notes at 'BB+'.

Cosan Luxembourg:

--Senior Unsecured Notes due in 2018 and 2023 at 'BB+'.

Date of Relevant Rating Committee: May 10, 2016

Additional information is available on www.fitchratings.com

Applicable Criteria

Corporate Rating Methodology - Including Short-Term Ratings and Parent and Subsidiary Linkage (pub. 17 Aug 2015)

https://www.fitchratings.com/creditdesk/reports/report_frame.cfm?rpt_id=869362

Additional Disclosures

Solicitation Status

https://www.fitchratings.com/gws/en/disclosure/solicitation?pr_id=1005778

Endorsement Policy

https://www.fitchratings.com/jsp/creditdesk/PolicyRegulation.faces?context=2&detail=31

ALL FITCH CREDIT RATINGS ARE SUBJECT TO CERTAIN LIMITATIONS AND DISCLAIMERS. PLEASE READ THESE LIMITATIONS AND DISCLAIMERS BY FOLLOWING THIS LINK: HTTP://FITCHRATINGS.COM/UNDERSTANDINGCREDITRATINGS. IN ADDITION, RATING DEFINITIONS AND THE TERMS OF USE OF SUCH RATINGS ARE AVAILABLE ON THE AGENCY'S PUBLIC WEBSITE 'WWW.FITCHRATINGS.COM'. PUBLISHED RATINGS, CRITERIA AND METHODOLOGIES ARE AVAILABLE FROM THIS SITE AT ALL TIMES. FITCH'S CODE OF CONDUCT, CONFIDENTIALITY, CONFLICTS OF INTEREST, AFFILIATE FIREWALL, COMPLIANCE AND OTHER RELEVANT POLICIES AND PROCEDURES ARE ALSO AVAILABLE FROM THE 'CODE OF CONDUCT' SECTION OF THIS SITE. FITCH MAY HAVE PROVIDED ANOTHER PERMISSIBLE SERVICE TO THE RATED ENTITY OR ITS RELATED THIRD PARTIES. DETAILS OF THIS SERVICE FOR RATINGS FOR WHICH THE LEAD ANALYST IS BASED IN AN EU-REGISTERED ENTITY CAN BE FOUND ON THE ENTITY SUMMARY PAGE FOR THIS ISSUER ON THE FITCH WEBSITE.

Fitch Ratings
Primary Analyst
Claudio Miori, +55 11 4504-2207
Associate Director
Fitch Ratings Brasil Ltda
Alameda Santos, 700 - 7 andar, Sao Paulo, sp CEP 01418-100
or
Secondary Analyst
Gisele Paolino, +55-21-4503-2624
Director
or
Committee Chair
Joseph Bormann, +1-312-368-3349
Managing Director
or
Media Relations, New York
Elizabeth Fogerty, +1-212-908-0526
[email protected]

Source: Fitch Ratings

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Source: Equities.com News (June 8, 2016 - 2:01 PM EDT)

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