Avis Budget Car Rental LLC's Recovery Rating Profile

Page created by Travis Torres
 
CONTINUE READING
October 13, 2011

Recovery Report:
Avis Budget Car Rental LLC’s
Recovery Rating Profile
Primary Credit Analyst:
Betsy R Snyder, CFA, New York (1) 212-438-7811; betsy_snyder@standardandpoors.com
Recovery Analyst:
Gregory Maddock, New York (1) 212-438-7205; greg_maddock@standardandpoors.com

Table Of Contents
Overview
Legal And Structural Considerations
Issuer Credit Rating Rationale
Recovery Analysis

www.standardandpoors.com/ratingsdirect                                                                  1
                                                                                        899513 | 300374394
Recovery Report:
Avis Budget Car Rental LLC’s Recovery Rating
Profile
Overview
• On Oct. 3, 2011,Avis Budget Car Rental LLC(Avis Budget) completed the acquisition of Avis Europe PLC for
  approximately $1 billion in cash plus the assumption of roughly $800 million in debt. In conjunction with the
  acquisition, Avis Budget issued $250 million senior notes due 2020, arranged a $420 million secured term loan
  due 2017, increased its existing revolving credit facility by $200 million, and increased an existing term loan by
  $20 million.
• Standard & Poor's Ratings Services has assigned recovery ratings to the new senior note issue and the senior
  secured term loan and is maintaining its ratings to the existing rated issues of Avis Budget.
• Our simulated default scenario contemplates a payment default in 2014, due to a severe decline in the travel
  industry, encompassing both leisure and business travel.
• We believe that if Avis Budget defaulted, a viable business model would remain due to the company's extensive
  network of rental locations and the public's need to rent vehicles.

Table 1
 Avis Budget Group Inc. -- Credit Profile
 Corporate credit rating*                    B+/Stable/--
 Estimated gross EV at default (bil. $)      8.529
 Simulated year of default                   2014

 Post-default values
 Facility/Issue                              Estimated principal at default (mil. $) Issue rating Recovery rating Expected recovery Maturity
 Secured debt
 $1.4 bil. revolving credit facility         690                                   BB          1                90%-100%           2016
 $292.8 mil. term loan B                     271.5                                 BB          1                90%-100%           2016
 $420 mil. term loan B                       411.6                                 BB          1                90%-100%           2016

 Unsecured debt
 7.625% sr. fixed-rate notes due 2014 200                                          B           5                10%-30%            2014
 Floating-rate notes due 2014                250                                   B           5                10%-30%            2014
 7.75% sr. fixed-rate notes due 2016         375                                   B           5                10%-30%            2016
 9.625% unsecured notes due 2018             450                                   B           5                10%-30%            2018
 8.25% unsecured notes due 2019              600                                   B           5                10%-30%            2019
 New 9.75% senior unsecured notes            250                                   B           5                10%-30%            2020

 Avis Budget Group Inc.
 3.5% convertible sr. notes due 2014         345                                   N/A         NR               N/A                2014
 *As of Oct. 12, 2011. EV--Enterprise value. NR--Not rated. N/A--Not applicable.

www.standardandpoors.com/ratingsdirect                                                                                                          2
                                                                                                                                899513 | 300374394
Recovery Report: Avis Budget Car Rental LLC’s Recovery Rating Profile

Legal And Structural Considerations

Capital structure
Avis Budget has concluded its purchase of Avis Europe PLC. Avis Budget increased its $1.2 billion senior secured
revolving credit facility maturing in 2016 to $1.4 billion and issued a $420 million term loan B maturing in 2017.
The company also increased its existing term loan, which also expires in 2016, by $20 million. Avis Budget also
issued an additional $250 million senior notes due 2020. The notes are obligations of Avis Budget and Avis Budget
Finance Inc. and enjoy the same guaranties as existing senior notes.

The greatest portion of Avis Budget's debt is at its bankruptcy-remote vehicle finance subsidiaries. Avis Budget's
unsecured debt and the term loan support the company's capitalization, while the revolver is substantially used for
letters of credit to enhance the overcollateralization of the vehicle finance subsidiaries and for insurance purposes.

www.standardandpoors.com/ratingsdirect                                                                                      3
                                                                                                            899513 | 300374394
Recovery Report: Avis Budget Car Rental LLC’s Recovery Rating Profile

Security and guarantee package
The senior secured revolving credit facility and term loans are secured by all assets of the borrower and domestic
operating subsidiaries, except vehicles, and guaranteed by the domestic subsidiaries and the borrower's direct
parent. The unsecured notes are co-issued by Avis Budget and Avis Budget Finance Inc. and are also guaranteed by
the domestic operating subsidiaries and parents. The $345 million of convertible notes were issued by Avis Budget
Group Inc. and do not benefit from upstream guarantees.

Documentation/covenants
The revolving credit facility includes leverage and interest coverage covenants.

Jurisdictional/insolvency regime issues
The bulk of Avis Budget's operations occur in the U.S. and, before the Avis Europe acquisition, approximately 10%
of earnings come from international operations in Argentina, Australia, Canada, New Zealand, Puerto Rico, and the
U.S. Virgin Islands. The acquisition of Avis Europe will increase the foreign share of EBITDA to approximately
30%. We have assumed, for the purposes of the simulated default scenario, international operations are not affected
by a filing in the U.S. and continue to operate outside of bankruptcy.

Issuer Credit Rating Rationale
See Standard & Poor's research update on Avis Budget Group Inc., published Oct. 3, 2011, on RatingsDirect.

Recovery Analysis
Table 2
 Avis Budget Group Inc. -- Stressed Valuation
                Simulated default assumptions                                          Simplified waterfall
 Year of default                                  2014                 Gross discrete asset value at default    $8.529 bil.
 EBITDA for 12 months ended 6/30/2011             $2.376 bil.          Administrative expenses                  0
 EBITDA decline at default                        55%                  Net discrete asset value                 $8.529 bil.
 EBITDA at default                                $1.068 bil.          Priority claims (asset-backed loan debt) $6.433 bil.
 Implied enterprise value /EBITDA multiple 7.9x                        Net value available to creditors         $2.097 bil.
 LIBOR/margin rise                                300 basis points Secured first-lien debt                      $2.053 bil.
                                                                         Recovery expectations                  90%-100%
                                                                       Unsecured notes                              $2.212 bil.
                                                                         Recovery expectations                  10%-30%
                                                                       Subordinated notes                       $351 mil.
                                                                         Recovery expectations                  N/A
 Note: All debt amounts include six-months prepetition interest.

Simulated default scenario
Our simulated default scenario contemplates a severe decline in the travel industry, causing a decrease in revenue
from transactions initiated by the traveling public. The scenario envisions a general recession and a continued
decrease in travel, resulting in a substantial reduction of the borrower's rental car transaction volume and pricing.
We expect that the collateralized fleet funding programs would remain intact and that the outstanding letters of
credit under the revolving credit facility would not be drawn. Other assumptions made in the default scenario

www.standardandpoors.com/ratingsdirect                                                                                                            4
                                                                                                                                  899513 | 300374394
Recovery Report: Avis Budget Car Rental LLC’s Recovery Rating Profile

include:

• A 55% EBITDA decline in 2014 from the 12 months ended June 30, 2011;
• LIBOR at default of 250 basis points (bps);
• A 100-bps increase in credit premiums as covenant levels are tested before default; and utilization of the revolving
  credit facility at $690 million (the balance of the facility is assumed to be utilized by letters of credit that we
  assume remain undrawn at default). Note, the revolving credit facility includes a $150 million accordion feature
  that we have assumed is not utilized.

Valuation
We believe that if Avis Budget defaulted, a viable business model would remain due to the company's extensive
network of rental locations and the public's need to rent vehicles. As a result, lenders would achieve the greatest
recovery value through reorganization rather than liquidation.

In arriving at an enterprise valuation, we employed a discrete asset method for domestic assets, since nearly all assets
of the company are pledged. We valued the 30% of the enterprise attributable to foreign subsidiaries (including Avis
Europe) on an enterprise valuation basis using a 5.5x multiple of default EBITDA. We then assumed this value to be
realized at 80%, with 66% of the value allocated to the senior secured lenders and the balance accruing to the
benefit of unsecured noteholders and claimholders.

We applied the following realization rates to the domestic asset values as of June 30, 2011:

•   70% of accounts receivable;
•   80% of net rental equipment;
•   42% of net property; and
•   Trademark value for the several U.S. brands at $481 million.

We assumed administrative expenses are incorporated in the realization rates. We also assumed nondebt unsecured
claims (rejected operating leases) of $119 million.

Outcome
These discrete asset valuation assumptions yield about $2.1 billion in value for the senior secured lenders; this
amount excludes the value of the vehicles (and related domestic debt), but includes the value represented in the
overcollateralization. This compares with an estimated $2.1 billion in funded first-lien claims (revolver, term loans
outstanding, European vehicle debt, and six-months accrued interest at default). Under the simulated default
scenario, the realizable assets pledged to secure the bank debt afford those facilities the expectation of very high
(90% to 100%) recovery in a payment default scenario. The senior unsecured noteholders benefit from the
overcollateralization of the secured lenders and from the unpledged portion of the foreign subsidiaries' shares,
affording the senior unsecured noteholders claim of $2.2 billion (including six-months accrued interest expense) plus
the other unsecured liabilities noted above the expectation of modest (10% to 30%) recovery at the low end of the
range.

www.standardandpoors.com/ratingsdirect                                                                                     5
                                                                                                           899513 | 300374394
Copyright © 2012 by Standard & Poor's Financial Services LLC. All rights reserved.

No content (including ratings, credit-related analyses and data, model, software or other application or output therefrom) or any part thereof (Content) may be modified,
reverse engineered, reproduced or distributed in any form by any means, or stored in a database or retrieval system, without the prior written permission of Standard & Poor's
Financial Services LLC or its affiliates (collectively, S&P). The Content shall not be used for any unlawful or unauthorized purposes. S&P and any third-party providers, as well
as their directors, officers, shareholders, employees or agents (collectively S&P Parties) do not guarantee the accuracy, completeness, timeliness or availability of the
Content. S&P Parties are not responsible for any errors or omissions (negligent or otherwise), regardless of the cause, for the results obtained from the use of the Content, or
for the security or maintenance of any data input by the user. The Content is provided on an "as is" basis. S&P PARTIES DISCLAIM ANY AND ALL EXPRESS OR IMPLIED
WARRANTIES, INCLUDING, BUT NOT LIMITED TO, ANY WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR USE, FREEDOM FROM BUGS,
SOFTWARE ERRORS OR DEFECTS, THAT THE CONTENT'S FUNCTIONING WILL BE UNINTERRUPTED, OR THAT THE CONTENT WILL OPERATE WITH ANY SOFTWARE OR
HARDWARE CONFIGURATION. In no event shall S&P Parties be liable to any party for any direct, indirect, incidental, exemplary, compensatory, punitive, special or
consequential damages, costs, expenses, legal fees, or losses (including, without limitation, lost income or lost profits and opportunity costs or losses caused by negligence)
in connection with any use of the Content even if advised of the possibility of such damages.

Credit-related and other analyses, including ratings, and statements in the Content are statements of opinion as of the date they are expressed and not statements of fact.
S&P's opinions, analyses, and rating acknowledgment decisions (described below) are not recommendations to purchase, hold, or sell any securities or to make any
investment decisions, and do not address the suitability of any security. S&P assumes no obligation to update the Content following publication in any form or format. The
Content should not be relied on and is not a substitute for the skill, judgment and experience of the user, its management, employees, advisors and/or clients when making
investment and other business decisions. S&P does not act as a fiduciary or an investment advisor except where registered as such. While S&P has obtained information from
sources it believes to be reliable, S&P does not perform an audit and undertakes no duty of due diligence or independent verification of any information it receives.

To the extent that regulatory authorities allow a rating agency to acknowledge in one jurisdiction a rating issued in another jurisdiction for certain regulatory purposes, S&P
reserves the right to assign, withdraw, or suspend such acknowledgement at any time and in its sole discretion. S&P Parties disclaim any duty whatsoever arising out of the
assignment, withdrawal, or suspension of an acknowledgment as well as any liability for any damage alleged to have been suffered on account thereof.

S&P keeps certain activities of its business units separate from each other in order to preserve the independence and objectivity of their respective activities. As a result,
certain business units of S&P may have information that is not available to other S&P business units. S&P has established policies and procedures to maintain the
confidentiality of certain nonpublic information received in connection with each analytical process.

S&P may receive compensation for its ratings and certain analyses, normally from issuers or underwriters of securities or from obligors. S&P reserves the right to disseminate
its opinions and analyses. S&P's public ratings and analyses are made available on its Web sites, www.standardandpoors.com (free of charge), and www.ratingsdirect.com
and www.globalcreditportal.com (subscription), and may be distributed through other means, including via S&P publications and third-party redistributors. Additional
information about our ratings fees is available at www.standardandpoors.com/usratingsfees.

www.standardandpoors.com/ratingsdirect                                                                                                                                            6
                                                                                                                                                                 899513 | 300374394
You can also read