hapag-lloyd ag€¦ · key indicators exhibit 1 3/31/2017 (ltm) 12/31/2016 12/31/2015 12 ... 3 20...

CORPORATES

CREDIT OPINION20 July 2017

Update

RATINGS

Hapag-Lloyd AGDomicile Germany

Long Term Rating B2

Type LT Corporate FamilyRatings

Outlook Stable

Please see the ratings section at the end of this reportfor more information. The ratings and outlook shownreflect information as of the publication date.

Contacts

Maria Maslovsky 44-20-7772-5502VP-Senior [email protected]

Egor Nikishin +44 0207 772 8737Associate [email protected]

Mario Santangelo 44-20-7772-8623Associate [email protected]

Hapag-Lloyd AGCredit update following completion of the UASC merger

Summary Rating RationaleHapag-Lloyd's B2 corporate family rating reflects (1) the company's strengthened businessprofile following the merger with UASC including a top five position with a 7.1% market shareaccording to Alphaliner; (2) the flexibility of its fleet, owing to the high number of charteredvessels that could be redelivered in the next 12 months; (3) an adequate liquidity profilesupported by de-minimus capex in the next few years owing to UASC's young fleet witha number of large ships; (4) the support the company receives from its shareholders; (5)elevated leverage (6.7x debt/EBITDA including Moody's standard adjustments) following themerger with UASC and the assumption of UASC's debt; (6) commoditized and competitivenature of the container shipping industry with limited revenue visibility due to prevalence ofshort-term contracts and spot trading.

Credit Strengths

» Top five market position in the global container shipping industry

» Strengthened business profile owing to UASC merger and expected synergies

» Strong group of committed majority shareholders with a solid track record of support

Credit Challenges

» Container shipping freight rates remain volatile

» Elevated leverage following UASC merger completion

» Execution risk with respect to delivering on anticipated synergies of at least €435 millionalthough supported by good track record of integrating CSAV

Rating OutlookThe stable outlook mainly reflects Moody’s expectations of increased leverage immediatelyfollowing the UASC transaction combined with volatile freight rate environment. While webelieve the volatility in freight rates will continue, we expect a measure of improvementgoing forward.

Factors that Could Lead to an UpgradePositive rating pressure could arise if Hapag-Lloyd were to demonstrate (1) a reduction inMoody’s-adjusted debt-to-EBITDA below 5x on a sustainable basis; and (2) an increase in its(funds from operations (FFO) + interest expense)/interest expense above 3x on a sustainablebasis.

https://www.surveygizmo.com/s3/1133212/Rate-this-research?pubid=PBC_1083316

MOODY'S INVESTORS SERVICE CORPORATES

Factors that Could Lead to a DowngradeNegative rating pressure could arise if Hapag-Lloyd's leverage increases above 6x for a prolonged period of time or (FFO + interestexpense)/interest expense declines below 2x. A rating downgrade could follow if the business environment deteriorates, if the companydoes not proceed with the planned $400 million rights offering, or if there is any pressure on Hapag-Lloyd's liquidity profile.

Key Indicators

Exhibit 1

3/31/2017 (LTM) 12/31/2016 12/31/2015 12/31/2014 12/31/2013

Revenues (USD Billion) $8.8 $8.6 $9.8 $9.0 $8.7

Size of Fleet 172.0 166.0 177.0 191.0 151.0

EBIT Margin 3.2% 3.3% 5.6% -4.2% 1.4%

ROA (NPATBUI / Total Assets) -1.0% -0.8% 0.6% -5.8% -1.6%

Debt / EBITDA 4.8x 4.9x 4.1x 9.4x 5.5x

RCF / Net Debt 14.6% 14.5% 16.4% 8.3% 14.3%

(FFO + Interest) / Interest Expense 3.3x 3.4x 3.4x 2.3x 3.2x

All ratios reflect Hapag-Lloyd only, are based on 'Adjusted' financial data and incorporate Moody's Global Standard Adjustments for Non-Financial Corporations. Source: Moody's FinancialMetrics™

Detailed Rating ConsiderationsTOP FIVE MARKET POSITION AND STRENGTHENED BUSINESS PROFILE

With the addition of UASC's container shipping activities, Hapag-Lloyd has become the fifth-largest global operator in terms ofcapacity worldwide. According to Alphaliner, it has a 7.1% share of the container shipping market behind Maersk Line (owned by A/PMoller-Maerks, Baa2 negative, 19.4% including Hamburg Sud), Mediterranean Shipping Company (unrated), COSCO (unrated, 11.5%including OOCL) and CMA CGM (B1 stable, 11.3%).

UASC adds a younger and larger fleet, which will reduce the average fleet age of the combined entity to around 7.2 years, comparedwith 8.5 years for Hapag-Lloyd pre-combination (as of March 2017). In addition, the combined entity will benefit from an averagevessel size of over 6,839 TEU, compared to 5,858 TEU for the top 20 companies in the industry and 3,878 TEU for world fleet,according to the company’s estimates. Larger and more modern ships are more cost efficient in operation and will favourably positionthe combined firm.

Exhibit 2

Global container shipping companies

19.4%

14.5%

11.5% 11.3%

7.1%

-

500

1,000

1,500

2,000

2,500

3,000

3,500

4,000

4,500

Maersk + Hamburg Sud* MSC COSCO + CSCL + OOCL* CMA CGM + NOL Hapag-Lloyd + UASC

TE

U '0

00

Source: Alphaliner, company's presentations

This publication does not announce a credit rating action. For any credit ratings referenced in this publication, please see the ratings tab on the issuer/entity page onwww.moodys.com for the most updated credit rating action information and rating history.

2 20 July 2017 Hapag-Lloyd AG: Credit update following completion of the UASC merger


Moreover, Hapag-Lloyd's business profile is sustained by a balanced geographical presence. With UASC, Hapag-Lloyd strengthens itsservice offer, especially in the Far East and Middle East, but also in Transatlantic and Transpacific trades.

STRONG GROUP OF COMMITTED MAJORITY SHAREHOLDERS WITH A SOLID TRACK RECORD OF SUPPORT

Following the merger with UASC, Hapap-Lloyd's key shareholders comprise historical shareholders CSAV Germany Container HoldingGmbH (“CG Hold Co”) (22.6%), HGV Hamburger Gesellschaft für Vermögens- und Beteiligungsmanagement mbH (“HGV”) (14.9%)and Kühne Maritime GmbH and Kühne Holding AG (together, “Kühne”) (17.6%), as well as new key shareholders Qatar InvestmentAuthority though its subsidiary Qatar Holding LLC (“Qatar Holding”) (14.4%) and The Public Investment Fund of the Kingdom of SaudiArabia (“PIF”) (10.1%). Shortly following the merger Kühne increased its stake in Hapag-Lloyd to 17.6% from 14.6%, while TUI AG (Ba2stable), a legacy shareholder, exited its stake in Hapag-Lloyd as previously indicated.

As part of the merger agreement, the key shareholders agreed to backstop Hapag-Lloyd's $400 million capital increase to be executedwithin six months of the closing. We view this as a positive for the Hapag-Lloyd's credit profile strengthening the company's capitalbase and liquidity while re-affirming the commitment of its equity owners.

Historically, Hapag-Lloyd has benefitted from having a pool of long-term shareholders that have supported the group in difficulttimes and for strategic transactions. During the 2009 financial crisis, Hapag-Lloyd's shareholders injected a large amount of equity(approximately EUR2.2 billion). In addition, the acquisition of CSAV's container liner activities was conservatively financed andentailed a EUR370 million capital increase, with contribution from CSAV's shareholders (70%) and from Hapag-Lloyd's shareholders(30%), which benefitted the combined group's financial profile. In 2015, Hapag-Lloyd completed an initial public offering and raisedapproximately EUR265 million. Simultaneously with the initial public offering, two existing shareholders (Kuehne and CSAV) increasedtheir stakes in the company, demonstrating again the shareholders' long-term support.

CONTAINER SHIPPING INDUSTRY REMAINS VOLATILE AND HIGHLY COMPETITIVE

The container shipping industry continues to be characterised by strong competition and imbalance between supply and demandowing to necessarily chunky capacity additions and limited revenue visibility resulting from short-term (or even spot) contracts. Sill,following the cyclical trough in the second quarter of 2016, industry participants reduced ordering, increased scrapping and postponednew vessel deliveries resulting in supply reductions. In May 2017, we revised our outlook for the global shipping industry to stable fromnegative in part driven by our stable view on the container shipping sector changed from negative previously.

Exhibit 3

Expected Increases in Shipping Supply and Demand Growth Through December 2017

2017 Containers (TEU)

Fleet as of 31 December 2016 (million) 19,919

Supply growth in 2017 (million)* About 600

Expected supply growth 2.5 to 3.5%

Expected demand growth 1.5 to 2.5%

Supply growth vs. demand growth 1.0%

Segment views Stable

Twenty-foot equivalent unit (TEU) is the standard measure of a container ship's capacity.* New buildings less postponements, cancellations and scrapping.Source: Drewry, Moody's

Freight rates have been very volatile over the past years and have experienced a multi-year low in 2016. They have recoveredsomewhat since the trough but remain below historical levels as demonstrated by the CCFI index.



Exhibit 4

China Containerised Freight Index (CCFI)

500

600

700

800

900

1000

1100

1200

1300

Jan-14 Mar-14 May-14 Jul-14 Sep-14 Nov-14 Jan-15 Mar-15 May-15 Jul-15 Sep-15 Nov-15 Jan-16 Mar-16 May-16 Jul-16 Sep-16 Nov-16 Jan-17 Mar-17 May-17 Jul-17

Source: FactSet

ELEVATED LEVERAGE FOLLOWING UASC MERGER COMPLETION; STABILISATION ANTICIPATED LONGER TERM

Pro forma for the merger, Hapag-Lloyd's gross debt-to-EBITDA was approximately 5.7x for the twelve months ended 31 March 2017as compared to 4.3x for the same prior-year period including Moody's standard adjustments. Moody’s-adjusted debt stood at €10.9billion including €7.7 billion of reported debt, capitalised leases (3x multiple) of €3.0 billion and defined benefit pension obligations of$245 million. Moody’s-adjusted EBITDA was €1.9 billion, including lease adjustment of €1.0 billion. As the combined entity realises thesynergies from the transaction, we anticipate that leverage will decline also supported by a mild improvement in freight rates.

Positively, the acquisition of UASC’s fleet will cover Hapag-Lloyd’s needs for new vessels for the next years. Hence, Hapag-Lloyd’s planis to stop buying new ships from 2018 onward, which will significantly reduce the company’s capex to around $0.4 billion in 2018, frommore than $1 billion in 2016, improve free cash flow generation and allow the company to deleverage in the medium term.

EXECUTION RISK WITH RESPECT TO DELIVERING ON ANTICIPATED SYNERGIES ALTHOUGH OFFSET BY GOOD TRACK RECORD OFPRIOR M&A INTEGRATION

In light of the large scale of UASC's container shipping activities, we expect some integration risk. However, this is partially mitigatedby Hapag-Lloyd’s experience in business combinations, as highlighted by the recent and successful example of acquiring CSAV. In thattransaction, Hapag-Lloyd realised synergies of $400 million, up from its initial target of $300 million. We expect that the integrationmodel applied to this combination will be used with UASC.

With respect to UASC, Hapag-Lloyd estimates that synergies of $435 million could be achieved by 2019, coming mostly from thenetwork and fleet optimisation, and to lesser extent from lower overheads, driven by consolidated headquarters and other cost savings.The company plans for a significant portion of the total synergies to be realised in the course of 2018.

Liquidity AnalysisWe expect Hapag-Lloyd’s liquidity to be adequate following the merger with UASC. The combined entity had €1.1 billion of cashand $350 million of revolving credit facility availability as of 31 March 2017. Given the high volatility typical for container shipping,the company’s covenants include minimum equity and minimum liquidity, but no leverage or coverage ratios. Hapag-Lloyd has anumber of unencumbered vessels valued at over $600 million that could be pledged to raise additional liquidity. Also, Hapag-Lloyd’sheadquarters building in Hamburg could be refinanced, yielding additional proceeds. Beyond these resources available to the mergedentity, a $400 million rights offering backstopped by key shareholders will provide an additional liquidity cushion. It is expected to becompleted by the end of 2017.

Hapag-Lloyd managed to extend its bond maturity profile from 2017-19 to 2022 with the new €450 million notes issued in Q1 thisyear as well as €450 million issued in the beginning of July. However, the company also has ongoing and significant debt amortisationon the vessels financing facilities; we estimate that Hapag-Lloyd will have to repay approximately €0.3 billion of debts in the rest of2017, €0.5 billion in 2018 and €0.4 billion in 2019.



Structural ConsiderationsHapag-Lloyd's bond rating is two notches below its corporate family rating reflecting contractual subordination to the secured debtexisting within the group (primarily vessel and container financing), as well as pari passu ranking with all other unsecured indebtednessissued by Hapag-Lloyd.

ProfileHapag-Lloyd AG is the largest container liner shipping company in Germany and one of the largest worldwide, based on global marketcoverage. As of 31 March 2017, it operated a fleet comprising 172 ships, including 74 owned, 95 chartered-in and three leased vessels.The company reported €7.9 billion in revenue in the last 12 months to March 2017.

Hapag-Lloyd was established in 1970 as a result of the merger of Hapag (1847) and North German Lloyd (1857). On 2 December 2014,Hapag-Lloyd merged with the Chilean shipping company Compania Sud Americana de Vapores (CSAV). On 24 May 2017 completed abusiness combination with United Arab Shipping Company (UASC), whereby the merger of the two entities was accomplished via anin-kind contribution.

Following the completion of this transaction, Hapag-Lloyd will continue to be listed and headquartered in Hamburg, Germany.

Rating Methodology and Scorecard FactorsIn assessing the credit quality of Hapag-Lloyd, we apply our Global Shipping Rating Methodology, published in February 2014.

Exhibit 5

Global Shipping Industry Grid [1][2]

Factor 1 : Scale (20%) Measure Score Measure Score

a) Revenues (USD Billion) $8.6 Baa $11 - $12 A

b) Size of Fleet 172.0 Baa 220 - 230 A

Factor 2 : Profitability (17.5%)

a) EBIT Margin (3 Year Avg) 2.3% Ca 5% - 5.5% B

b) ROA (NPATBUI / Total Assets)(3 Year Avg) -1.4% Ca -0.5% - 0% Ca

Factor 3 : Leverage and Coverage (30%)

a) Debt / EBITDA (3 Year Avg) 5.2x B 5x - 6x B

b) RCF / Net Debt (3 Year Avg) 13.5% B 13% - 15% B

c) (FFO + Interest) / Interest Expense (3 Year Avg) 3.2x B 3.2x - 3.5x B

Factor 4 : Fleet Characterestics (17.5%)

a) % Revenues from LT Charters Ca Ca Ca Ca

b) Unencumbered Assets Caa Caa Caa Caa

Factor 5 : Financial Policy (15%)

a) Financial Policy Ba Ba Ba Ba

Rating:

a) Indicated Rating from Grid B2 B1

b) Actual Rating Assigned B2

Current

LTM 3/31/2017

Moody's 12-18 Month Forward View

As of 7/17/2017 [3]

[1] All ratios are based on 'Adjusted' financial data and incorporate Moody's Global Standard Adjustments for Non-Financial Corporations.[2] As of 3/31/2017 (L);[3] This represents Moody's forward view; not the view of the issuer; the numbers are pro-forma for UASC acquisitionSource: Moody’s Financial Metrics™



Ratings

Exhibit 6Category Moody's RatingHAPAG-LLOYD AG

Outlook StableCorporate Family Rating B2Senior Unsecured -Dom Curr Caa1/LGD5

Source: Moody's Investors Service



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REPORT NUMBER 1083316


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Contacts

Mario Santangelo 44-20-7772-8623Associate [email protected]

Maria Maslovsky 44-20-7772-5502VP-Senior [email protected]

Egor Nikishin +44 0207 772 8737Associate [email protected]

CLIENT SERVICES

Americas 1-212-553-1653

Asia Pacific 852-3551-3077

Japan 81-3-5408-4100

EMEA 44-20-7772-5454


hapag-lloyd ag€¦ · key indicators exhibit 1 3/31/2017 (ltm) 12/31/2016 12/31/2015 12 ... 3 20...

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