TeamSystem Holding S.p.A. -- Moody's assigns B3 CFR to Brunello Bidco S.p.A. (TeamSystem); stable outlook

Rating Action: Moody's assigns B3 CFR to Brunello Bidco S.p.A. (TeamSystem); stable outlook

Global Credit Research - 26 Jan 2021

Paris, January 26, 2021 -- Moody's Investors Service ("Moody's") has assigned a B3 corporate family rating (CFR) and B3-PD probability of default rating (PDR) to Brunello Bidco S.p.A. (TeamSystem or the company) following the company's announcement of its planned acquisition of Italian enterprise software provider (ERP) TeamSystem. Concurrently, Moody's has assigned B3 ratings to the proposed E1.15 billion senior secured fixed-rate and floating-rate notes due 2028 borrowed by Brunello Bidco S.p.A., the proceeds of which will be used, alongside equity, to fund the proposed acquisition of TeamSystem and refinance TeamSystem's existing debt, among other uses. The outlook is stable.

TeamSystem's ratings for its existing capital structure, assigned at TeamSystem Holding S.p.A. and TeamSystem S.p.A, remain unchanged and will be fully withdrawn upon closing of the transaction and full repayment of the existing debt facilities. Moody's has withdrawn the CFR (corporate family rating), PDR (probability of default rating) and outlook of TeamSystem Holding S.p.A.

"TeamSystem is adequately positioned in the B3 rating category, reflecting its solid track record of growth, which we expect will continue given the attractive characteristics of the Italian ERP market and the company's strong positioning among its local peers" said Fabrizio Marchesi, Vice President and Moody's lead analyst for the company. "That said, the rating also reflects concerns about the company's exposure to small- and medium-sized enterprises (SMEs), in the context of a challenging and uncertain economic environment, as well as TeamSystem's high leverage and aggressive financial policy and whether the company would look to refinance the Holdco Private Notes issued by its parent in the future, which would delay deleveraging" added Mr. Marchesi.

RATINGS RATIONALE

The B3 CFR and stable outlook reflect (1) TeamSystem's leading player status in Italian ERP software for professionals and SMEs, with strong market share of around 41% across several sub-markets; (2) the complexity of Italian tax, payroll and accounting frameworks, which drive demand for frequent software upgrades and also provide a degree of protection against larger international software vendors, although some of these do serve larger Italian SMEs; (3) significant recurring revenue and low churn supporting revenue visibility; and (4) a strong history of both organic and acquisition-driven revenue and EBITDA growth, with TeamSystem continuing to take share from a long tail of small local competitors.

Conversely, the CFR is constrained by the company's (1) high degree of geographic concentration, with revenue generated only in Italy; (2) limited degree of product diversification, given its focus on ERP; (3) significant exposure to SMEs, which are more sensitive to deteriorating economic conditions; and (4) the risk of releveraging from debt-funded acquisitions or shareholder-friendly actions.

Moody's expects that TeamSystem will continue to grow its top-line, thanks to its strong market position, increasing digitalization among its customer base, continued annual price increases, as well as the impact of of certain acquisitions, with revenue rising towards E480 million in 2021, from around E420 million in 2020. As a result of this revenue growth, in combination with cost savings initiatives, Moody's forecasts that TeamSystem's company-adjusted EBITDA will rise to E194 million in 2021, from around E180 million in 2020, and that its Moody's-adjusted EBITDA will improve to E177 million in 2021, from E159 million in 2020. All 2020 figures quoted above do not include proforma adjustments for acquisitions made in 2020. The rating agency thus expects that the company's Moody's-adjusted leverage will improve from 7.9x at transaction close (or 7.5x including the proforma impact of 2020 acquisitions) to 7.1x at December 2021 and 6.0x at December 2022, though the speed of deleveraging will depend on management's acquisition strategy and whether it pursues shareholder-friendly actions, including the repayment of the Holdco Private Notes raised at Brunello Midco 2 S.p.A.

Moody's forecasts that TeamSystem's Moody's-adjusted free cash flow (FCF) generation will be limited in 2021, at around E15-20 million, given the incurrence of certain exceptional costs related to operational restructuring and reflecting the likelihood that interest on the Pay-If-You-Want (PIYW) Holdco Private Notes will be paid in cash over their lifetime. That said, Moody's expects the company's FCF generation will improve from only 1% of Moody's-adjusted debt in 2021, towards 5% in 2022 and 6-7% in 2023.

At transaction close, TeamSystem will be controlled by private equity firms Hellman & Friedman (85%) and HgCapital (8%), with the remaining 7% of share capital held by management. As is often the case in highly levered, private-equity-sponsored deals, owners have a high tolerance for leverage/risk and governance is comparatively less transparent when compared to publicly-traded companies, often with relatively limited board diversification. Here, Moody's highlights TeamSystem's high Moody's-adjusted leverage of 7.5x at transaction close, which does not include the additional E300 million of Holdco Private Notes raised by Brunello Midco 2 S.p.A. The rating agency has excluded the Holdco Private Notes from Moody's-adjusted leverage calculations as they are Pay-If-You-Want (PIYW), structurally subordinated instruments raised outside the Brunello Bidco S.p.A. restricted group, which do not benefit from guarantees or security from entities inside the Brunello Bidco S.p.A. restricted group (apart from second priority share pledges over shares of Brunello Bidco S.p.A.).

LIQUIDITY

We consider TeamSystem's liquidity to be adequate and supported by (1) access to a fully undrawn E180 million super-senior revolving credit facility (RCF) at closing of the transaction and (2) improving cash flow generation from 2022 onwards. We expect the group will maintain significant headroom against the springing senior secured net leverage covenant which is set at 9.98x and tested when the RCF is drawn by more than 40%. A breach of this covenant would trigger a draw-stop on new money drawings.

STRUCTURAL CONSIDERATIONS

The proposed capital structure includes E1.15 billion of senior secured fixed-rate and floating-rate notes due 2028, as well as a E180 million super-senior RCF due in 2027. The security package provided to senior secured lenders is ultimately limited to pledges over shares, bank accounts, and intercompany receivables. The B3 rating assigned to the proposed senior secured notes is in line with the CFR reflecting the size of the super-senior RCF ranking ahead. The B3-PD probability of default rating is at the same level as the CFR, reflecting our assumption of a 50% family recovery rate.

RATING OUTLOOK

The stable outlook reflects Moody's expectations of continued organic growth in revenue and Moody's-adjusted EBITDA over the next 12 to 18 months, as well as improvements in annual Moody's-adjusted FCF generation towards mid-single digits as a percentage of Moody's-adjusted debt. The outlook also assumes no material releveraging from opening levels from any future acquisitions, debt refinancing, or shareholder distributions, as well as the company maintaining an adequate liquidity profile.

FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS

Positive pressure on the ratings could develop if TeamSystem continues to record growth in revenue and Moody's-adjusted EBITDA, leading to a decline in Moody's-adjusted leverage to below 6.0x, with Moody's-adjusted FCF/debt rising to above 5%, both on a sustained basis. The leverage required for a positive rating action would also take into consideration the Holdco Private Notes raised at Brunello Midco 2 S.p.A and any eventual repayment or refinancing that would lead to a releveraging of the company's capital structure. Any positive rating action would also depend on the company maintaining healthy liquidity and the company's financial policy. Positive rating action would be less likely in the event of material debt-funded acquisitions or shareholder distributions.

Conversely, negative rating pressure could occur if expected organic revenue and EBITDA growth does not materialize or churn increases; Moody's-adjusted leverage is above 7.5x on a sustained basis; FCF generation turns negative for a sustained period; or the company's liquidity deteriorates.

PRINCIPAL METHODOLOGY

The principal methodology used in these ratings was Software Industry published in August 2018 and available at https://www.moodys.com/researchdocumentcontentpage.aspx?docid=PBC_1130740. Alternatively, please see the Rating Methodologies page on www.moodys.com for a copy of this methodology.

COMPANY PROFILE

TeamSystem is a provider of ERP software to SMEs and professionals in Italy. It designs, develops and installs different lines of integrated ERP systems covering largely accounting, tax, legal and payroll management software solutions. The group also provides vertical-specific software solutions and training (CAD/CAM, education and other) for sectors such as manufacturing, retail and construction. It operates through direct commercial branches and via indirect channels such as value-added resellers. In 2019, TeamSystem recorded revenue of E376 million and company-adjusted EBITDA of E146 million.

REGULATORY DISCLOSURES

For further specification of Moody's key rating assumptions and sensitivity analysis, see the sections Methodology Assumptions and Sensitivity to Assumptions in the disclosure form. Moody's Rating Symbols and Definitions can be found at: https://www.moodys.com/researchdocumentcontentpage.aspx?docid=PBC_79004.

For ratings issued on a program, series, category/class of debt or security this announcement provides certain regulatory disclosures in relation to each rating of a subsequently issued bond or note of the same series, category/class of debt, security or pursuant to a program for which the ratings are derived exclusively from existing ratings in accordance with Moody's rating practices. For ratings issued on a support provider, this announcement provides certain regulatory disclosures in relation to the credit rating action on the support provider and in relation to each particular credit rating action for securities that derive their credit ratings from the support provider's credit rating. For provisional ratings, this announcement provides certain regulatory disclosures in relation to the provisional rating assigned, and in relation to a definitive rating that may be assigned subsequent to the final issuance of the debt, in each case where the transaction structure and terms have not changed prior to the assignment of the definitive rating in a manner that would have affected the rating. For further information please see the ratings tab on the issuer/entity page for the respective issuer on www.moodys.com.

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Regulatory disclosures contained in this press release apply to the credit rating and, if applicable, the related rating outlook or rating review.

Moody's general principles for assessing environmental, social and governance (ESG) risks in our credit analysis can be found at https://www.moodys.com/researchdocumentcontentpage.aspx?docid=PBC_1243406.

At least one ESG consideration was material to the credit rating action(s) announced and described above.

The Global Scale Credit Rating on this Credit Rating Announcement was issued by one of Moody's affiliates outside the UK and is endorsed by Moody's Investors Service Limited, One Canada Square, Canary Wharf, London E14 5FA under the law applicable to credit rating agencies in the UK. Further information on the UK endorsement status and on the Moody's office that issued the credit rating is available on www.moodys.com.

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Fabrizio Marchesi Vice President - Senior Analyst Corporate Finance Group Moody's France SAS 96 Boulevard Haussmann Paris 75008 France JOURNALISTS: 44 20 7772 5456 Client Service: 44 20 7772 5454 Jeanine Arnold Associate Managing Director Corporate Finance Group JOURNALISTS: 44 20 7772 5456 Client Service: 44 20 7772 5454 Releasing Office: Moody's France SAS 96 Boulevard Haussmann Paris 75008 France JOURNALISTS: 44 20 7772 5456 Client Service: 44 20 7772 5454

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