ムーディーズ投資家サービス ("ムーディーズ") は DISH Network Corporation ("DISH") の CFR (企業ファミリー格づけ) を Ba3 → B1 に,PDR (デフォルト確率格づけ) を Ba2-PD → Ba3-PD に,優先無担保債の格付けを Ba3 → B1 に引き下げた。
ムーディーズはまた,DISH が全株を所有する子会社 DISH DBS Corporation ("DBS") の CFR を B1 → B2 に,PDR を Ba3-PD → B1-PD に,優先無担保債の格付けを B1 → B2 に引き下げ,DBS が提案している新規の $10 億 優先無担保債に B2 を付与した。DISH の投機級流動性 (SGL) 格付けは,SGL-2 のまゝで変更は無い。
これにより,Sprint の前払い事業と無線電波資産を譲渡する DISH, DoJ, T-Mobile, Sprint の 2019 年7月29日 合意に始まった格づけ審査は終了する。見通しは安定的である。
格付け理由
DISH と DBS の格下げは,業界内での恒常的な圧力により売上高が減少する中,DBS の債務の借り換え・返済のための全体的な資本の必要によるものである。これは,同社が計画する 最先端の US 無線 IoT ブロードバンド・ネットワークの構築と立ち上げのための資本調達を取り巻く不確定性を反映する。
DISH は,時代の先端を行く 5G IoT ブロードバンド・ネットワークを構築する計画を続ける中,巨大な株式投資
および/または 提携先を確保するまで,債券所有者によるリスクが増加すると ムーディーズは考える。ムーディーズはまた,DBS の有料-TV 契約者基盤が縮小を続けるために,リスクが増大すると考える。我々の予想では,債務の減少するペース以上に DBS の営業成績が悪化する見込みである。さらに 回転信用枠を取得していないために,連結決算の流動性は細るばかりである。DISH と DBS は資本市場から独立に資本を取り入れている。最近の債務返済は $10 億を超えているが,EBITDA は向こう 12~18ヵ月に 中~高の1桁の減少を我々は予想する。
Over the years, DISH has spent more than $21 billion to acquire a significant amount of wireless spectrum, and has options to acquire more spectrum. The company has acquired its spectrum mostly using cash flows generated from DBS and leveraging DBS's balance sheet over the years. The company has estimated that it will need $10 billion to complete the national build 5G out of its state of the art 5G network. This has been a great source of debate as it pales in comparison to even maintenance spending by existing US wireless companies. While we appreciate the materially lower costs associated with the significant efficiencies of a modern wireless network which uses the cloud to virtualize the network and constructing a network without the need to maintain consistent service to a large subscriber base at the same time, we are concerned and biased towards a potentially unexpected and materially higher cost to complete the build out, particularly as we adjust debt for leases and include vender financing. A weakness for DBS bondholders is the fact that they have no recourse to DISH and its spectrum and other assets. We believe the deterioration of the DBS business will provide limited if any capacity for DISH to continue funding its 5G build out strategy using DBS's cash flows and balance sheet (beyond the intercompany leasing of satellites and equipment that DISH acquired from Echostar in 2019) due to the larger DBS debt maturities over the next two years.
Despite the pressure, DBS still generates roughly $1 billion of free cash flow annually, but cash flow, along with revenue and EBITDA, have been steadily declining since 2016. While DBS management has done a good job at containing subscriber losses, particularly compared to its closest peer DIRECTV (owned by Baa2-rated AT&T), and has been paying down debt and deleveraging from its highs, the underlying subscriber numbers point to a steady secular decline in linear video revenues. We believe that the company's satellite pay-TV segment will continue to generate solid free cash flows through the medium-term. The trajectory of the tail of cash flows beyond that is unpredictable due to the rapidly changing television ecosystem and consumption habits verses the counter moves to contain programming and operating costs. In addition, the quarter ending March 31, 2020 marked the first time DBS's 'Sling TV', the industry's first over-the-top (OTT) internet-delivered video service, experienced a decline in subscribers quarter-over-quarter (as well as year-over-year). Sling's business model is an ad-based model, but we believe that it can only prove successful if it can reach scale which in our view will prove challenging without an industry shake out of some of Sling's virtual MVPD competitors. Over the longer term, Sling faces the same pressures that the satellite pay TV business faces unless network affiliate costs are contained or it can go full network a-la-carte. We believe management will continue managing costs aggressively at DBS and harvest cash flows for the foreseeable future to repay maturing debt. We forecast leverage at the DBS level (excluding DISH Network's $4 billion of convertible debt) will remain above 4.0x over the next 18-24 months, as debt repayment will not be enough to keep up with EBITDA declines.
DISH and DBS have repaid DBS debt maturities as they came due (rather than refinancing them at DBS). However, we do not expect DBS to generate enough cash or have enough cash on hand to meet its $2 billion principal payment each in June 2021 and July 2022. Therefore, we believe the company will need to access the capital markets to refinance a portion of the amount which exceeds free cashflow. We estimate the company will need to refinance approximately half of each of those maturities. We believe that the newly proposed $1 billion of notes and free cashflow over the next year will be sufficient to repay the 2021 maturity. The company has many options to refinance the shortfall in cash for the 2022 maturity, including issuing debt at the DISH parent level as they have proven they will do before, issuing additional pari passu unsecured debt at DBS if the market will facilitate that, but if not, it is our view that there is a distinct and growing possibility that DBS may need to issue secured debt at the DBS level for the first time, which would prime the unsecured bonds and could start putting negative pressure on the unsecured debt ratings. New secured debt would subordinate the existing senior unsecured DBS bond holders (currently about $9.5 billion outstanding) which could eventually have a negative impact on the credit ratings of those notes even apart from any potential action taken on the CFR.
Moody's believes that DISH was in a strong bargaining position in the negotiations between T-Mobile and the US Department of Justice and therefore has gotten very good value in the terms of its acquisition. However, we believe that DBS's cash flows will be earmarked for DBS debt repayment for the foreseeable future, and will not be a material source of capital for DISH over the next several years for its wireless IoT network buildout plans. Sourcing needed capital is the primary near to medium term uncertainty and risk when assessing the future credit risk, particularly if new capital funding sources rely on raising additional debt. We have noted for some time that the absence of a well-capitalized equity investor or partner could put pressure on credit ratings by 2020, given the 2021 and 2022 maturities and government mandated spectrum build out schedule. Notwithstanding that uncertainty, we believe that the deal with T-Mobile, which provides access to its wireless network through a seven-year MVNO arrangement as well as an agreement with the Federal Communications Commission for a more flexible build out, is a material strategic benefit for DISH's plan and will provide an elegant solution for tackling the build out path and provide flexibility to relieve pressure points in building an organic network. This tempers the more significant negative pressure on DISH's credit profile for now. We expect the acquisition of Sprint's 9 million prepaid Boost customers and the right to acquire other potentially decommissioned assets to close along with the MVNO deal soon. The subscribers acquired are less material to the credit as these subscribers typically have higher churn rates and the subscriber base is unlikely to impact results materially over the near term. The acquisition is expected to be funded with $1.4 billion of cash on hand, $1 billion of which was raised from an equity offering. As of 3/31/20 Dish had $3.38 billion of cash and marketable securities. In the absence of an equity investor or partner, DISH will need to be creative in order to continue funding and completing the build out of its wireless 5G network. If the company's share price is unattractively valued, raising equity through a secondary offering or convertible debt is less likely in our view, and issuing debt at the DISH level is more likely. Since the assets at DISH generate minimal cash flows relative to the capital needed for the buildout, debt raised at the DISH level (as well as the existing $4 billion) would will need to be serviced by the DISH capital raise or DBS cashflows until the wireless network is operational and generating free cash flow in the distant future.
Additionally, the effort and journey to create a competitive fourth mobile carrier will be expensive and a laborious startup business, though over the long-term we believe that DISH is targeting wholesale and commercial 5G applications rather than targeting significant direct consumer opportunities, so we believe there are likely stronger competitive opportunities particularly from a commercial aspect. While we believe it will be a huge strategic and operationally undertaking for the company, the company has a successful entrepreneurial track record of building its pay TV from scratch. Also, we believe that the company acquired its spectrum assets at attractive purchase prices and has the capacity to raise some additional capital against the spectrum value ($4 billion of convertible debt currently resides at DISH Network) at DISH Network where consolidated leverage stood at 5.5x (with Moody's standard adjustments) as of March 31, 2020.
Additional contingent overhang on the credit lies in two other matters: 1) the option to acquire additional 800 Mhz spectrum from T-Mobile for $3.6 billion in three years or forfeit a $72 million penalty or option fee; and 2) the approximately $3.2 billion from the yet to be settled dispute with the FCC over the AWS auction disallowed DISH discount, which as it stands today, exposes DISH to the difference between $3.2 billion and the amount of the high bid (if lower than $3.2 billion) from a re-auction of that spectrum. We believe that the dispute could potentially work out more favorably for DISH, such as handing the spectrum back to DISH as well as the approximate $500 million of penalties paid to the FCC related to the dispute.
The stable outlook for DISH reflects our comfort that the proposed notes issuance at DBS will provide adequate liquidity for DBS for the next 12 to 18 months until the 2022 maturity. However, we still have concerns that DISH will issue debt or debt-like securities in the absence of a new equity investor to finance the wireless 5g startup. We also have medium-term concerns regarding the narrowing of flexibility and options to monetize the spectrum to a build out rather than a potential sale, with the deal with the DOJ limiting outright sales of the company's spectrum assets since the intent was for DISH to become the nation's fourth national competitor. DISH's SGL-2 rating reflects the significant cash use events expected to occur in the next 12 months. While cash & cash equivalents on balance sheet as of March 31, 2020 totaled $3.38 billion, we view pro forma cash of around $800 million after taking into account the Boost acquisition of $1.4 billion and May 2020 DBS debt repayment of $1.1 billion. With the $1 billion debt issued from the current proposed notes offering proceeds and our expectation for DBS to generate at least $900 million of FCF in 2020 and around $450 million in the first six months of 2021, there will a a total of $3.15 billion when you include pro forma starting cash. We anticipate DISH to spend up to $1 billion or more for the 5G build out through June 2021, leaving around $2.15 billion plus some moderate cash flow at DISH which be expect will be sufficient to meet DBS's $2 billion bond maturing in June 2021. The company has no revolver in place, but we believe that the company has significant alternate liquidity potential with debt capacity at DISH Network, given the $4 billion of debt outstanding which is far less than the perceived value of the spectrum assets it has accumulated over the years.
格上げ または 格下げにつながり得る要因
資本の必要性,5G 構築の初経験と絶えざる圧力に照らせば,格上げの見込みはほとんど無い。格上げがあるとすれば,
(1) 大量の株式資本を戦略的投資家から調達でき,IoT を完了するのに必要な追加の債券発行が殆ど不要になった。
(2) DBS の 2021 年満期返済を実行し,2022 年以降の無担保優先債を返済でき,債務を返済し続ける能力があることを実証する
・・・ 場合である。
また,DISH が借り入れ
または 手許現金により 更なる買収と電波購入に係わり,連結決算のレバレッジが 6.0 倍 (ムーディーズの調整を含む) を超え,無線ネットワーク構築に,財務の強力な大手のパートナーとの
明確な契約が無い場合には,更なる格下げがあろう。
DBS については,以下の場合に無担保優先債の更なる格下げがあり得る。
(1) 無担保債が 担保付き債券によりリファイナンスされる。
(2) 2021 年以降に レバレッジ倍率が 4.5 倍を超え,DISH の全ての格付けが引き下げられた。
(3) 顧客の減少するペースが 従来のトレンドより早くなる。
(4) 流動性が更に厳しくなる。
あちらの "ムーディーズ格下げ" は大騒ぎであるが,こちらの "ムーディーズ格下げ" は,不思議なことに,どのメディアも報道していない。
全体として,"財務の強力な某大手" との提携を示唆している。これが無ければ大変らしい。