OREANDA-NEWS. April 02, 2015. Fitch Ratings has assigned Cerberus Nightingale 1 S.A.'s (Cerberus) EUR145m 8.25% senior notes due 2020 a final rating of 'B-' and a Recovery Rating of 'RR6'.

The rating on the EUR530m 7% senior secured notes due 2020 has also been affirmed at 'BB-'/'RR3'.

The assignment of the final rating follows the completion of the Novescia acquisition and receipt of documents materially conforming to information previously received. The final rating is the same as the expected rating assigned on 29 January 2015.

As a result of the transaction, Cerberus is now the top holding entity within the enlarged restricted borrowing group and its debt obligations are included in our Issuer Default Rating (IDR) analysis. The IDR, which we had previously assigned to Cerba European Lab SAS, is therefore now transferred to the Cerberus level and affirmed at 'B+' with Negative Outlook.

The inclusion of Cerberus within the restricted group is supported by its notes benefitting from the same guarantees as those provided to the existing senior secured notes, albeit on a subordinated basis, by Cerba and certain operating subsidiaries. Cerberus's notes also benefit from a second-ranking share pledge over Cerberus Nightingale 2 S.A., an intermediate holding company of Cerba, mature at the same time as the existing senior secured notes and have the same call protection.

Cerberus's notes are rated two notches below the IDR to reflect their subordination to prior-ranking obligations. The 'RR6' reflects poor recovery prospects (0-10%) of the senior notes in a default scenario. We continue to expect above-average recovery prospects within the 'RR3' range (51-70%) for Cerba's senior secured noteholders.

The Outlook on the IDR is Negative, reflecting our expectations of weaker consolidated credit metrics and higher integration risk relative to previous bolt-on acquisitions.

KEY RATING DRIVERS

Reduced IDR Headroom
While the acquisition of Novescia increases the group's scale and strengthens its position on the French laboratory testing market, we expect funds from operations (FFO) adjusted gross leverage to remain above 6.5x for 2015-2016 (adjusted for 12 month-contribution of acquisitions). In our view, weaker group credit metrics over the near term reduce rating headroom at 'B+', relative to immediate peers within the healthcare sector, including Labco SA (B+/Stable). In addition, we expect free cash-flow (FCF) generation to remain constrained in the low- to mid-single digits (as a percentage of revenue), as a result of higher cash interest, resulting from its debt-funded acquisition growth strategy.

Successful Integration Critical for Deleveraging
In an environment of persistent pressure on reimbursement tariffs from public entities, we believe that Cerba is reliant on successfully integrating its acquisitions and extracting the planned synergies (both at Novescia and at smaller bolt-on acquisitions) to support mild deleveraging prospects over the medium term. We consider the operational execution risk of the Novescia acquisition to be potentially higher than smaller bolt-on acquisitions for which the company has a good track record.

Continued Expansion in Routine Labs
The ratings reflect Cerba's ability to take advantage of the fragmentation of the French routine market. The group's acquisitive strategy enables it to broaden its network around regional platforms while realising synergies and increasing scale. We expect management to continue with this strategy over the medium term and forecast the company will spend up to EUR50m p.a. on small bolt-on acquisitions over the next three years. A larger acquisition such as that of Novescia would be considered as event risk.

Leading Clinical Laboratories Player
Cerba is one of the largest medical diagnostics groups in Europe. Its resilient like-for-like performance, which Fitch expects to continue, is underpinned by growing volumes and fairly stable profit margins. The group benefits from a sound reputation for scientific expertise and innovation at the specialised end of the market (23% of revenue for the last 12 months to September 2014, adjusted for the Novescia acquisition).

Business and Geographical Diversification
The group's activities in its Central Lab division globally (8% of sales) and its presence in the Belgian and Luxembourg routine markets (12% of sales) provide some diversification and reduce exposure to the French healthcare system. We consider that upon expiry of the three-year agreement reached in October 2013 between the French clinical pathology laboratories unions and the authorities (with the objective to achieve annual market growth of 0.25%), Cerba would be at risk of further tariff pressure.

KEY ASSUMPTIONS

Fitch's key assumptions within our rating case for the issuer include:
- Like-for-like sales growth of 0% to 1% per year with volumes offset by tariff pressure in main markets
- Stable profitability with EBITDA margin of around 22%- Small bolt-on acquisitions of up to EUR50m per year over the next three years
- Full year contribution of Novescia from 2016 onwards
- Stable capex around 3% of sales

RATING SENSITIVITIES

Future developments that could lead to a negative rating action include:
- Inability to integrate Novescia and extract the planned synergies such that FFO adjusted gross leverage remains above 6.5x and FFO interest coverage remains around 2.0x by 2017 (pro forma for acquisitions)
- Further aggressively funded acquisition policy

Future developments that could lead to the Outlook being revised to Stable include:
- Ability to integrate Novescia and smaller bolt-on acquisitions swiftly such that FFO adjusted gross leverage falls below 6.5x and FFO interest coverage increases towards 2.5x by 2017 (pro forma for acquisitions)
- EBITDA margin above 23% and FCF in the mid to high single digit on a sustained basis