OREANDA-NEWS. Fitch Ratings has downgraded Cerberus Nightingale 1 SA (Cerberus)'s Long-term Issuer Default Rating (IDR) to 'B' from 'B+'. The Outlook is Stable. Cerba HealthCare SAS's EUR530m senior secured notes have been downgraded to 'B+'/'RR3' from 'BB-'/'RR3' and the EUR145m senior notes issued by Cerberus have been downgraded to 'CCC+'/'RR6' from 'B-'/'RR6'. Cerberus is an indirect holding company of Cerba HealthCare SAS (formerly known as Cerba European Lab SAS).

The downgrade of the IDR reflects Fitch's expectation that Cerberus's deleveraging process will take longer than initially assumed at the time of the Novescia acquisition in January 2015 (when we revised the Outlook on the IDR to Negative). This is driven by increased indebtedness and a challenging operating environment, resulting in funds from operations (FFO) gross adjusted leverage (pro forma for 12-month contribution of acquisitions) remaining above 6.5x and FFO interest cover around 2.0x by 2017.

We view positively Cerberus's free cash flow (FCF) margin in the low to mid-single digit of sales and the progress realised in extracting the planned synergies from the Novescia acquisition. However, persistent pressure in the Routine Lab segment over the medium term given on-going reimbursement cuts and risks of further underperformance in Central Lab, combined with Cerberus's primarily debt-funded bolt-on acquisition strategy will likely lead to credit metrics that are more commensurate with a 'B' IDR level on a sustained basis.

KEY RATING DRIVERS
Delayed Deleveraging
We expect FFO gross adjusted leverage (adjusted for 12-month contribution of acquisitions) will remain above 6.5x and FFO interest cover around 2.0x by 2017. In an environment where many European healthcare services companies are facing sustained regulated tariff pressure, these credit metrics are no longer commensurate with a 'B+' IDR and are similar to those of Cerberus's closest peer, Synlab Unsecured Bondco PLC (Synlab; B/Stable), which also has a larger scale and diversification than Cerberus.

Central Lab and Routine Luxembourg Pressure
The lack of improvement in credit metrics in 2015 resulted from higher than expected tariff cuts in Luxembourg (20% in 2015) and a material underperformance in the Central Lab segment, as large pharmaceutical companies have cancelled or postponed drug development processes. Fitch expects Cerberus will rely more heavily than before on a refilling backlog in Central Lab and no further cuts in Routine Labs, including in France, to deliver earnings and cash flow growth to support more meaningful deleveraging from 2016 onwards.

Debt-funded Routine Labs Expansion
The ratings reflect Cerberus's strategy, which is aimed at consolidating the fragmented French routine lab market. Cerberus's acquisitive strategy enables the group to broaden its network of labs around regional platforms and grow market share accordingly while realising synergies. In Fitch's view, Cerberus is reliant on successfully integrating its acquisitions and extracting the planned synergies to support mild deleveraging prospects over the medium term as on-going reimbursement pressure in Cerberus's key markets offsets volumes growth and limits organic earnings and margin expansion. Our financial forecasts supporting the 'B' rating assume up to EUR50m per year for small bolt-on acquisitions over the next three years, partly financed by drawings under the EUR80m revolving credit facility (RCF).

Reduced Integration Risk of Novescia
The execution risk related to the acquisition of Novescia and the extraction of planned synergies has reduced. Cerberus's management had completed around 70% of expected synergies as of September 2015. We consider the risks associated with the remaining 30%, primarily related to medical purchases and production cost savings, to be limited. The progress in the integration of Novescia is evidence of management's ability to integrate larger targets, besides its traditional small bolt-on strategy.

Leading Clinical Laboratories Player
Cerberus is one of the largest medical diagnostics groups in Europe. Like-for-like performance is supported by growing volumes, especially in the Specialised Lab segment where the group benefits from a sound reputation for scientific expertise and innovation and fairly stable profit margins. The group's activities in its Central Lab division globally and in the Belgian and Luxembourg routine markets provide some geographical diversification and reduce Cerberus's exposure to the French healthcare system.

Weak Recoveries for Cerberus's Noteholders
The EUR145m senior notes are rated two notches below the IDR to reflect their subordination to prior-ranking obligations. The 'RR6' reflects the weak recovery prospects (0-10%) of the notes in a default scenario. Fitch still expects above-average recovery prospects within the 'RR3' range (51-70%) for senior secured noteholders and continues to value the group on the basis of a 6.0x multiple applied to an estimated post-restructuring EBITDA (in the event of default), which is 25% below the last 12-month EBITDA as of September 2015, pro-forma for acquisitions already completed.

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 in Routine Labs as volume growth is offset by tariff pressure in key markets.
- Full year contribution of Novescia from 2016.
- Stable EBITDA margin of around 22% as synergies from Novescia gradually materialise.
- Small bolt-on acquisitions of up to EUR50m per year over the next three years, partially funded by the RCF.
- Stable capex around 3% of sales (excluding acquisitions).

RATING SENSITIVITIES
Future developments that could lead to negative rating action include:
- Further profit pressure in any segment so that FFO adjusted gross leverage remains sustainably above 7.5x and FFO interest cover reduces below 1.8x (pro forma for acquisitions).
- FCF reducing to neutral or slightly positive territory.
- Further aggressively funded acquisition policy.

Future developments that could lead to positive rating action include:
- Sustained revenue growth and full realisation of synergies associated with Novescia and smaller bolt-on acquisitions together with a recovery in Central Lab and Routine Lab (Belux) resulting in EBITDA margin above 23% and FCF in the mid to high single digit of sales on a sustained basis.
- FFO adjusted gross leverage below 6.5x and FFO interest cover trending towards 2.5x (pro forma for acquisitions) on a sustained basis.

SATISFACTORY LIQUIDITY
Fitch expects Cerberus to maintain satisfactory liquidity over the rating horizon. In addition, liquidity will be supported by a EUR80m RCF that can be used for bolt-on acquisitions and EUR14m of unrestricted cash (excluding any amounts that are considered not freely available by Fitch) as of 30 September 2015 given no meaningful debt amortisation pressures as the combined EUR675m senior secured and senior notes fall due in 2020.