Research Update: Norway-Based Norges Statsbaner 'A+' Rating On CreditWatch Negative On Details Of Rail Reform Implementation Primary Credit Analyst: Beata Sperling-Tyler, London (44) 20-7176-3687; [email protected] Secondary Contact: Romana Matouskova, London +44 (0)20 7176 3946; [email protected] Table Of Contents Overview Rating Action Rationale CreditWatch Ratings Score Snapshot Related Criteria And Research Ratings List WWW.STANDARDANDPOORS.COM/RATINGSDIRECT OCTOBER 25, 2016 1 1743518 | 300064298 Research Update: Norway-Based Norges Statsbaner 'A+' Rating On CreditWatch Negative On Details Of Rail Reform Implementation Overview • Norwegian railway operator Norges Statsbaner AS (NSB) has announced that the implementation of the government's railway reform will involve spinning off its real estate company ROM Eiendom AS and maintenance company Mantena AS. Their new owner will be the Ministry of Transport and Communication. The rolling stock used by NSB and most of NSB's debt will be transferred to Materiellselskapet AS, a newly created rolling stock company. • We believe that NSB will continue to benefit from a high likelihood of extraordinary government support in the event of financial distress. However, we also expect its credit quality to deteriorate as a result of exposure to less-profitable and more-volatile businesses while its leverage will remain at similar levels. • We are therefore placing the 'A+/A-1' long- and short-term corporate credit ratings on NSB on CreditWatch with negative implications. • The CreditWatch placement signifies that we are likely to lower the rating on NSB by one to three notches when the demerger completes. We expect to resolve the CreditWatch by April 2017. Rating Action On Oct. 25, 2016, S&P Global Ratings placed its 'A+/A-1' long- and short-term corporate credit ratings on Norwegian railway operator Norges Statsbaner AS (NSB) on CreditWatch with negative implications. Rationale The CreditWatch placement follows the company's disclosure that it will spin off its real estate company ROM Eiendom AS and maintenance company Mantena AS. Both companies will be transferred to the Ministry of Transport and Communications, which will own Mantena directly and ROM Eiendom indirectly through Bane NOR SF. The rolling stock used by NSB and most of NSB's debt will be transferred to Materiellselskapet AS, a newly created rolling stock company, which from April 2017 will also be spun off and owned by the Ministry of Transport and Communication. We expect that NSB's credit quality will deteriorate after the demerger as a result of its exposure to less-profitable and more-volatile businesses while WWW.STANDARDANDPOORS.COM/RATINGSDIRECT OCTOBER 25, 2016 2 1743518 | 300064298 Research Update: Norway-Based Norges Statsbaner 'A+' Rating On CreditWatch Negative On Details Of Rail Reform Implementation leverage remains at similar levels. Having spun off its most profitable real estate business and transferred the rolling stock to Materiellselskapet, NSB will become an asset-light train and bus operator, in our view. Although it will still operate passenger trains in at least six of Norway's eight geographical service areas, the share of earnings from transportation infrastructure operations will decrease, and we expect about 40% of the company's EBITDA to originate from the more-volatile and less-profitable bus, freight, and tourism business. When the first two tenders are announced in February 2017 for the provision of rail services from December 2018 on the two geographical service areas that will be subject to competition, we believe NSB will be well-positioned to compete for them and could remain a monopoly operator in at least the short-to-medium term. However, we expect the profitability of passenger rail services will decrease. Although the price for the rolling stock leased from Materiellselskapet AS will be fixed, the train operators will have to compete on the quality of service, thus potentially incurring higher costs. Also, because new operators will be entering the market, NSB will receive fewer government subsidies in the form of the public purchase agreements. Still, we expect to continue to view NSB's business risk profile as satisfactory. Our assessment is also supported by its role as an operator of last resort, meaning it would be expected to take over from another operator that was in default or otherwise underperforming under the tendered contracts. We expect NSB's leverage will remain at similar levels after the reform is completed. This is because NSB will incur high lease payments for the hire of the rolling stock, having spun off that business, while its earnings generation will be somewhat lower as a result of losing about 30% of its EBITDA from the demerger. This will be partially compensated for by NSB transferring out to Materiellselkapet AS the vast majority of its debt issued under its Euro Medium-Term Note program, with the exception of the 1,966 million Norwegian krone maturity due in 2017. NSB has already repaid its commercial paper maturing in 2016. The reform represents a shift in NSB's profile to the operation of rolling stock rather than both ownership and operation, which in our view will lead to a higher share of more-volatile and more-cyclical cash flows. For companies that generate one-third or more of their cash flows from such more-volatile sources, we would expect stronger financial metrics, in particular higher cash flow coverage ratios, for the same assessment of credit quality. We would expect a company to generate a ratio of funds from operations (FFO) to debt of between 20% and 30% for us to assess its financial risk profile as significant. Finally, the demerger of the real estate business will in our view also reduce NSB's financial flexibility. This is because, after the reform, the company will lose the ability to sell and monetize underutilized real estate and use the proceeds to pay down debt. WWW.STANDARDANDPOORS.COM/RATINGSDIRECT OCTOBER 25, 2016 3 1743518 | 300064298 Research Update: Norway-Based Norges Statsbaner 'A+' Rating On CreditWatch Negative On Details Of Rail Reform Implementation We believe Norges Statsbaner AS will continue to benefit from a high likelihood of extraordinary government support in the event of financial distress. We base this assessment on our view of NSB's: • Important role for the Norwegian government as the dominant nationwide transport provider. In our view, NSB fulfils key economic, social, and political objectives and benefits from a long track record as the sole public transport operator; and • Very strong link with Norway, based on the state's 100% ownership of the company, the government's role in appointing NSB's board members and providing considerable ongoing financial support, and our expectation that NSB will not be privatized over the medium term. A combination of the company's weaker stand-alone credit profile (SACP) with our expectation of a high likelihood of extraordinary government support in the event of financial distress, will likely result in us lowering the long-term corporate credit rating by up to three notches, and lowering the short-term rating by one notch. Liquidity The short-term corporate credit rating is 'A-1'. We assess NSB's liquidity position as adequate, reflecting our view that sources of liquidity exceed uses of liquidity by more than 1.2x, it has well-established relationships with banks, and it has a strong standing in the credit markets. CreditWatch The CreditWatch placement reflects our view that once the spin-off is implemented around April 2017, we could lower the long-term rating on NSB by up to three notches if we expect the company's credit metrics to be commensurate with a significant financial risk profile assessment, in particular FFO to debt of between 20% and 30%. In our view, this is likely if NSB's earnings would drop as a result of the demerger of the subsidiaries, while the company faces significant lease payments to Materiallselskapet AS for the usage of the rolling stock. As NSB will now be exposed to less-profitable and more-volatile types of revenue, we would expect higher coverage ratios for the same SACP. We could also lower the rating if we were to assess that the likelihood of extraordinary government support had further weakened. This could happen if, for example, the government disposed of a substantial stake of NSB. We consider an affirmation of the ratings on NSB to be unlikely if the demerger of its subsidiaries goes ahead as planned. WWW.STANDARDANDPOORS.COM/RATINGSDIRECT OCTOBER 25, 2016 4 1743518 | 300064298 Research Update: Norway-Based Norges Statsbaner 'A+' Rating On CreditWatch Negative On Details Of Rail Reform Implementation Ratings Score Snapshot Corporate Credit Rating: A+/Watch Neg/A-1 Business risk: Satisfactory • Country risk: Very low • Industry risk: Intermediate • Competitive position: Satisfactory Financial risk: Intermediate • Cash flow/Leverage: Intermediate Anchor: bbb Modifiers • Diversification/Portfolio effect: Neutral (no impact) • Capital structure: Positive (+1 notch) • Financial Policy: Neutral (no impact) • Liquidity: Adequate (no impact) • Management and governance: Satisfactory (no impact) • Comparable rating analysis: Neutral (no impact) Stand-alone credit profile: bbb+ • Group credit profile: bbb+ • Likelihood of government support: High (+3 notches from SACP) Related Criteria And Research Related Criteria • Rating Government-Related Entities: Methodology And Assumptions, March 25, 2015 • Methodology And Assumptions: Liquidity Descriptors For Global Corporate Issuers, Dec. 16, 2014 • Key Credit Factors For The Transportation Cyclical Industry, Feb. 12, 2014 • Key Credit Factors For The Transportation Infrastructure Industry, Nov. 19, 2013 • Corporate Methodology, Nov. 19, 2013 • Corporate Methodology: Ratios And Adjustments, Nov. 19, 2013 • Country Risk Assessment Methodology And Assumptions, Nov. 19, 2013 • Group Rating Methodology, Nov. 19, 2013 • Methodology: Industry Risk, Nov. 19, 2013 • Methodology For Linking Short-Term And Long-Term Ratings For Corporate, Insurance, And Sovereign Issuers, May 7, 2013 • Methodology: Management And Governance Credit Factors For Corporate Entities And Insurers, Nov. 13, 2012 • Stand-Alone Credit Profiles: One Component Of A Rating, Oct. 1, 2010 • Use Of CreditWatch And Outlooks, Sept. 14, 2009 • 2008 Corporate Criteria: Rating Each Issue, April 15, 2008 WWW.STANDARDANDPOORS.COM/RATINGSDIRECT OCTOBER 25, 2016 5 1743518 | 300064298 Research Update: Norway-Based Norges Statsbaner 'A+' Rating On CreditWatch Negative On Details Of Rail Reform Implementation Related Research • Norwegian Railway Operator Norges Statsbaner ASA Downgraded To 'A+' On Rail Reform Implementation; Outlook Negative, Feb. 11, 2016 Ratings List CreditWatch Action Norges Statsbaner AS Corporate Credit Rating Senior Unsecured To From A+/Watch Neg/A-1 A+/Watch Neg A+/Negative/A-1 A+ Additional Contact: Industrial Ratings Europe; [email protected] Certain terms used in this report, particularly certain adjectives used to express our view on rating relevant factors, have specific meanings ascribed to them in our criteria, and should therefore be read in conjunction with such criteria. 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