Fitch Ratings has downgraded Ardagh Group S.A.'s (Ardagh) Long-Term Issuer Default Rating (IDR) to 'CCC' from 'B-'.

A full list of rating actions is below.

The downgrade reflects continued underperformance of Ardagh compared with our expectations and the announcement on 15 April 2024 that Ardagh's unrestricted subsidiary, Ardagh Investments Holdings Sarl (AIHS), had agreed a new senior secured credit facility due 2029 with Apollo Capital Management, L.P. (Apollo). Part of the facility is an initial term loan, which is to be used to refinance Ardagh's existing USD700 million 2025 senior secured notes (SSNs).

Despite the ability to now address its 2025 debt repayment, we view the current capital structure of the group as unsustainable given its ongoing weak operating performance and upcoming August 2026 debt maturities of about USD2.6 billion accompanied by negative free cash flows (FCF) and poor liquidity.

Key Rating Drivers

Excessive Refinancing Risk: Refinancing risk has risen considerably due to a limited recovery in EBITDA, increased leverage, a material interest burden, and a complex capital structure that limits financial headroom and flexibility. While the Apollo deal addresses the 2025 SSN maturity, we view refinancing risk as excessive with material debt maturities in August 2026.

Unsustainable Debt Structure: Fitch's rating case does not include the sale of Ardagh's stake in Trivium Packaging B.V. or shares in Ardagh Metal Packaging S.A (AMP). Consequently, reduction in leverage will predominantly hinge on EBITDA growth and a normalisation of capex. Ardagh's Fitch-defined EBITDA leverage (including toggle notes at ARD Finance S.A. level) increased to 12.3x at end-2023, slightly above our prior expectation, due to lower EBITDA generation. We forecast leverage to remain high at above 10x during 2024-2025.

Announcement not a DDE: Fitch does not view the announced steps as a distressed debt exchange (DDE) under its criteria. We will review any possible steps to address refinancing where, for example, tender offers and exchanges of existing debt, including a material reduction in creditor terms, taken to avoid a probable default of the issuer, would constitute a DDE and drive further ratings downgrade.

Weaker Performance: Factors such as significant glass packaging inventory adjustments, lower beer sales volumes in North America, curtailments to production, and slower-than-anticipated ramp-up of new production lines by AMP are expected to dampen both EBITDA and margins over the next two years.

Margins to Recover Gradually: In 1Q24 Ardagh's EBITDA margins for the glass business fell to 11.7% (management data), from 18.6% in 1Q23, although we expect it to improve in 2H24 on expected demand recovery. Nevertheless, we have revised down our expectations of Ardagh's Fitch-adjusted EBITDA margin to 11.2% in 2024 versus 12.5% previously and 10.5% in 2023. We expect a gradual margin recovery to 12.5% by 2025 and to 13.4% in 2026.

Delayed Cash Flow Recovery: Due to expected lower EBITDA generation we forecast that FCF will continue to be negative in 2024 and to turn marginally positive in 2025. This is despite projected capex reduction and limiting dividends distributions to only its non-controlling interests in its subsidiary AMP. The new debt provided by Apollo will restrict Ardagh's ability to pay dividends after 30 June 2024. Our rating case assumes payment-in kind (PIK) interest on toggle notes from 2H24.

Solid Business Profile: Ardagh maintains a strong business profile, with large scale and a focus on the comparatively predictable beverage sector that generates approximately 85% of its revenue, and the remainder from food packaging. The group also enjoys substantial geographic diversification, with operations in the mature markets of EMEA and North America and presence in Brazil. A diverse customer base, with no single client accounting for more than 10% of revenue, further underpins its business profile.

Derivation Summary

Fitch views Ardagh's business profile as strong and similar to that of peers, such as Ball Corporation, Smurfit Kappa Group plc (BBB-/RWP) and CANPACK Group, Inc. (BB-/Stable). Ardagh is comparable with the majority of its higher-rated peers in size, geographical and customer diversification, and end-market exposure, with limited sensitivity to economic cycles. Like most of its investment-grade peers, the group benefits from long-term contracts and a cost pass-through mechanism with its customers.

Ardagh's multi-tiered capital structure is highly leveraged, with EBITDA gross leverage above 12x at end-2023 and forecast at above 11x at end-2024, far higher than that of a majority of packaging companies in the speculative grade, such as Titan Holdings II B.V. (B/Positive) and Fiber Bidco S.p.A. (Fedrigoni, B+/Stable).

Fitch-forecast EBITDA margins (11%-12.5% in 2024-2025) for Ardagh are comparable with higher-rated CANPACK's (10%-11%), but slightly weaker than Reno de Medici S.p.A.'s (B+/Stable, 11%-13%) and Fiber Bidco S.p.A.'s (12%-13%). As with CANPACK, Ardagh's FCF generation has been under pressure from its material capex programme in 2021-2023, which is largely completed.

Key Assumptions

Revenue to rise about 2.5% on average during 2024-2027, supported by volume growth, in particular, recovery in glass packaging demand and metal can production ramp-up

Constrained EBITDA margin recovery in 2024 to 11.2% followed by a recovery to 12.5% in 2025, 13.4% in 2026 and 14.5% in 2027 on better production capacity utilisation

No cash interest paid on the PIK notes at ARD Finance (distributed as dividends) after 30 June 2024

Dividends paid by AMP to its minority shareholders of around USD58 million p.a.

Capex as a share of revenue at around 6.0% in 2024 followed by a reduction to 5.7%-5.8% in 2025-2027

AMP's EUR250 million preference shares issued to Ardagh netted in consolidated accounts

Refinancing of USD700 million SSNs in 2Q24 with new term loan issued in the amount of EUR790 million

Recovery Analysis

The recovery analysis assumes that Ardagh would be reorganised as a going concern (GC) in bankruptcy rather than liquidated

A 10% administrative claim

Recoveries for debt at Ardagh exclude debt that is issued by AMP, which are under separate agreements (restricted group) and ring-fenced from Ardagh

Fitch estimates the GC EBITDA of the glass business at USD630 million. The GC EBITDA reflects our view of a sustainable, post-reorganisation EBITDA on which we base the valuation of the group

An enterprise value (EV) multiple of 5.5x is applied to GC EBITDA to calculate a post-reorganisation valuation. It reflects Ardagh's leading position in the glass beverage packaging industry, long-term relationship with clients and a diversified customer base. This is in line with that of other packaging peers rated by Fitch.

A GC EV includes the book value of USD217 million of a 42% shareholding in Trivium Packaging B.V.

Under the current capital structure prior to the refinancing at AIHS, our waterfall analysis generates a ranked recovery for Ardagh's SSNs in the 'RR2' category, leading to a 'B-' rating. The waterfall-generated recovery computation output score is 77%. For Ardagh's senior unsecured notes the score is at 0% leading to 'CC'/'RR6' and for ARD Finance SSNs also at 0% equivalent to 'C'/'RR6'

Assuming the new capital structure after the refinancing at AIHS, Ardagh's SSNs will have an estimated output score of 73%, equating to a 'B-'/'RR2' instrument rating; its senior unsecured notes at 0% equivalent to 'CC'/'RR6' and ARD Finance's SSNs also at 0%, equivalent to 'C'/ 'RR6'

RATING SENSITIVITIES

Factors That Could, Individually or Collectively, Lead to Positive Rating Action/Upgrade:

Material recovery in EBITDA generation leading to a reduction of EBITDA gross leverage

Progress in addressing upcoming maturities that does not constitute a DDE

EBITDA interest coverage above 1.5x

Factors That Could, Individually or Collectively, Lead to Negative Rating Action/Downgrade:

Lack of progress in addressing upcoming maturities

Announcement of a debt exchange or other form of debt restructuring, which Fitch would view as a DDE

EBITDA interest coverage below 1.0x

Liquidity and Debt Structure

Liquidity Still Weak: As at end-1Q24 Ardagh reported about USD509 million of Fitch-adjusted readily available cash. This was not fully sufficient to cover short-term debt maturities of USD533 million and forecast negative FCF of about USD100 million in the next 12 months. The group has global asset-based loan facilities of USD347 million due in March 2027 (available to Ardagh) and USD387 million (available to AMP) due in August 2026 with a total undrawn amount of USD247 million at end-1Q24.

The proposed refinancing of the USD700 million SSNs improves its liquidity position only temporarily while we expect only marginal FCF in 2025.

Complex Debt Structure: Ardagh has a complex debt structure with a series of senior secured and unsecured notes with the nearest maturity in April 2025 to be refinanced in 2Q24, but a further USD2.6 billion is due in and August 2026. Ardagh also covers interest payments under the PIK notes issued by ARD Finance (treated as debt under the Fitch rating case). Following the proposed transaction at AIHS, Ardagh will stop paying dividends for the PIK notes debt service from 30 June 2024. This will preserve about USD100 million annually for Ardagh while it continues to receive dividends from AMP.

Issuer Profile

Ardagh is one of the largest producers of metal beverage cans and glass containers primarily for the beverage and food markets. With production facilities across Europe, the US, Africa and Brazil, turnover reached USD9.4 billion and Fitch-adjusted EBITDA was USD1 billion in 2023.

REFERENCES FOR SUBSTANTIALLY MATERIAL SOURCE CITED AS KEY DRIVER OF RATING

The principal sources of information used in the analysis are described in the Applicable Criteria.

ESG Considerations

Ardagh has an ESG Relevance Score of '4' for Management Strategy due to its complex funding strategy, which has a negative impact on the credit profile, and is relevant to the ratings in conjunction with other factors.

Ardagh has an ESG Relevance Score of '4' for Group Structure due to the complexity of ownership and funding structure, which has a negative impact on the credit profile, and is relevant to the ratings in conjunction with other factors.

The highest level of ESG credit relevance is a score of '3', unless otherwise disclosed in this section. A score of '3' means ESG issues are credit-neutral or have only a minimal credit impact on the entity, either due to their nature or the way in which they are being managed by the entity. Fitch's ESG Relevance Scores are not inputs in the rating process; they are an observation on the relevance and materiality of ESG factors in the rating decision. For more information on Fitch's ESG Relevance Scores, visit https://www.fitchratings.com/topics/esg/products#esg-relevance-scores.

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