OREANDA-NEWS. Fitch Ratings has assigned a 'BBB+' to McGraw Hill Financial, Inc.'s (MHFI) benchmark-sized issuance of three, five, and 10-year senior notes. The proceeds from the offering are to be used to finance the previously announced acquisition of SNL Financial.

On July 27, 2015, MHFI announced the acquisition of SNL Financial LC (SNL) for approximately $2.225 billion. The purchase will be funded with a mix of cash on hand and incremental debt and is expected to close during the third quarter of 2015 subject to receipt of certain regulatory approvals. The impact on MHFI will be partially offset by acquisition-related tax benefits having an estimated present value of approximately $550 million. Overall, Fitch views the transaction favorably from a strategic standpoint as it will strengthen MHFI's operating profile, further diversify its revenue sources and provide compelling growth opportunities given minimal product line overlap.

As a result of the acquisition, MHFI's total leverage will increase but is expected to remain within the range associated with the existing ratings, which have tolerance for leverage to reach 2.5x. Although MHFI has stated they are targeting to maintain investment grade ratings and balance sheet flexibility post-acquisition, they have not verbalized a total leverage target.

The notes will be unsecured and unsubordinated and will rank equally and ratably with the company's existing senior unsecured and unsubordinated debt. Standard & Poor's Financial Services LLC, a wholly owned subsidiary of MHFI that provides guarantees for MHFI's existing senior notes, will also guarantee the new notes. Fitch believes MHFI has significant financial flexibility following the resolution of legal and regulatory matters relating to certain U.S. residential mortgage-backed securities and U.S. collateralized debt obligations. MHFI recorded $1.6 billion in charges that have largely been paid in 2015.

KEY RATING DRIVERS
--MHFI continues to see consistent operating performance across a diverse set of business segments;
--The company maintains a strong liquidity position;
--Solid free cash flow (FCF) generation;
--Despite issuing debt to fund the SNL acquisition, the company retains flexibility under the existing 'BBB+' rating to absorb additional debt-financed acquisitions.

RATING SENSITIVITIES
Ratings may be upgraded when:
--The company's business and operational profile remains in line with current performance without any material deterioration;
--The cumulative effect of acquisitions and share repurchases on the credit profile post-judgments/settlements continues to reflect a conservative balance sheet and financial policy, which may include sustained leverage under 1.5x.

Negative rating actions could occur if there is:
--A shift to leverage over 2.5x and Fitch believed such elevated leverage levels would be maintained;
--Material disruption, negative operating results or a business model change at the S&P Ratings business that materially impacted margins and FCF.

LIQUIDITY AND DEBT STRUCTURE

As of June 30, 2015, unadjusted gross leverage was 0.7x and total gross debt was approximately $1.5 billion.

The company's liquidity position and financial flexibility remain strong given the strength of its businesses and expected FCF generation. Liquidity is further supported by cash and cash equivalents totaling $1.7 billion (approximately $516 million held in the U.S.) and full availability under its $1 billion CP program (backed by MHFI's $1 billion bank credit facility due June 2017) as of June 30, 2015. The company has ample cushion inside of the credit facilities' 3.25x indebtedness-to-cash flow ratio.

Under various scenarios Fitch has modeled, which include assumptions for investments in the business (including acquisitions and capital expenditures), Fitch believes that leverage could temporarily exceed 2.5x unadjusted gross leverage and sustain current ratings, providing the company significant financial flexibility at the current rating level.

FULL LIST OF RATING ACTIONS

Fitch currently rates MFHI as follows:

--Issuer Default Rating (IDR) 'BBB+';
--Short-term IDR 'F2';
--Senior unsecured 'BBB+';
--Commercial paper 'F2'.