|[March 06, 2014]
Fitch Rates Tenet Healthcare Corp.'s Senior Unsecured Notes 'B-/RR5'
NEW YORK --(Business Wire)--
Fitch Ratings has assigned a 'B-/RR5' rating to Tenet Healthcare Corp.'s
(Tenet) $600 million 5% senior unsecured notes due 2019. Proceeds will
be used to refinance outstanding debt and for general corporate
purposes. The Rating Outlook is Stable. A full list of ratings follows
at the end of this press release. The ratings apply to approximately
$10.9 billion of debt as of Dec. 31, 2013.
KEY RATING DRIVERS:
--During fourth-quarter 2013 Tenet acquired Vanguard Health Systems
(VHS), a competing for-profit hospital operator, in an all-cash
transaction valued at $4.3 billion. The acquisition was entirely debt
funded, resulting in pro forma leverage of 5.7x.
--Fitch views the purchase of Vanguard as strategically sound, because
it will enhance the geographic scope of Tenet's portfolio of acute-care
hospitals and add operational diversification through VHS' health plan
business. The strategic rationale for consolidation in the hospital
industry is encouraged by reforms favoring larger, integrated systems of
care delivery, including the Affordable Care Act (ACA).
--The most important risks to Tenet's credit profile are the company's
strained free cash flow (FCF) and industry lagging profitability. VHS
has several large ongoing capital expansion projects, the funding of
which will further pressure cash flows in 2014-2015.
--Given Tenet's somewhat limited financial flexibility and the high
degree of operating leverage inherent in the business model of a
hospital company, persistently weak growth in organic patient
utilization in the for-profit hospital sector is a concern.
VHS Acquisition Strategically Sound But Stresses Balance Sheet:
Tenet's fourth-quarter 2013 acquisition of VHS was entirely debt
financed. The company issued $1.8 billion of secured notes and $2.8
billion of unsecured notes. This nearly exhausted its capacity for
additional debt secured on a pari passu basis to the existing secured
notes per the terms of the notes indentures. It also resulted in pro
forma leverage of 5.7x and interest coverage of 2.6x.
On a stand-alone basis, the financial profiles of both Tenet and VHS
were fairly weak relative compared to the industry peer group. Both
companies had high leverage, generated weakly positive or negative FCF,
and had industry-lagging EBITDA margins. Weak profitability was partly a
business mix issue; Tenet's outpatient operations were historically
lacking, and VHS's health plans pulled down overall profitability. In
addition to weak profitability, cash generation was strained by
high-cost debt and aggressive capital spending.
Fitch thinks the additional scale and broader geographic footprint
resulting from the acquisition will aid the recent progress that both
companies were making in addressing headwinds to their financial
profiles. Synergies are a time-proven component of return on investment
in hospital acquisitions, and the strategic rationale for consolidation
in the industry is further encouraged by reforms favoring larger,
integrated systems of care delivery, including the Affordable Care Act
Despite the apparent benefits, Fitch believes the integration of VHS
presents some risk to Tenet's credit profile. The company is forecasting
that it will achieve $50 million to $100 million of EBITDA growth due to
realization of cost synergies in 2014. Fitch believes this is a
reasonable number based on the size of the business and the relatively
lower operating margins of VHS. However, Tenet does not have a track
record of successfully integrating hospital acquisitions; most of the
company's recent purchases have been of small outpatient assets.
Operating Trend in-line with Broader Industry:
Tenet's 2013 same-hospital operating results showed the headwinds to
patient volume exhibited across the industry, with inpatient admissions
down 2.3%. Weak organic growth is expected to continue in 2014; Tenet's
public guidance for the year includes -2% to flat growth in admissions.
Despite this challenging operating environment, Fitch thinks Tenet's
business profile includes several opportunities to boost profitability
and generate sustainable growth in EBITDA.
The most important near-term drivers of improvement in the operating
profile include Tenet's recent investment in building its outpatient
capacity, the anticipated completion of some of the large capital
projects in VHS's construction schedule during 2014, and growth of
Tenet's Conifer Health Solutions business. All of these initiatives
should contribute to sustainable growth in EBITDA and higher operating
Weak FCF Profile:
Tenet's liquidity profile is adequate aside from its persistently
negative FCF (equals cash from operations less capital expenditures and
dividends). At Dec. 31, 2013, liquidity was provided by $113 million of
cash on hand and $406 million of availability on the $1 billion capacity
bank revolver. Near- term debt maturities include $474 million 9.25%
unsecured notes maturing in February 2015. There is a springing maturity
of the credit facility to fourth-quarter 2014 unless the company
refinances $237 million of the unsecured notes maturing in 2015. Tenet's
limited financial flexibility, most particularly its negative FCF
profile, has been the major issue constraining the company's ratings
over the past several years. The rate of cash burn had been
incrementally improving due to improving operating margins and the
refinancing of high-cost debt, but progress reversed somewhat in 2013
when Tenet produced FCF of negative $102 million. Negative FCF was
partly the result of the VHS acquisition, which contributed to higher
cash outflows for acquisition-related expenses, capital expenditures and
interest expense in fourth-quarter 2013.
Fitch expects Tenet to generate positive but thin FCF in 2014, with an
FCF margin below 1%. VHS is committed to capital investments in some of
its recently acquired markets. However, the funding of these projects
will support growth in EBITDA over the longer term. Some of the
in-progress projects, including a heart hospital in Detroit, MI and a
general acute care hospital in New Braunfels, TX are scheduled to open
in 2014. Fitch projects annual run rate capital expenditures of about
$900 million in 2014 through early 2015 to support this schedule of
projects before the level of spending moderates starting in mid-2015.
Maintenance of the 'B' Issuer Default Rating (IDR) will require an
expectation of debt to EBITDA dropping to near 5.0x by mid-2015. There
could be a tolerance for higher leverage at the 'B' IDR (up to 5.5x)
assuming there is improvement in the FCF forecast supported by
stabilization of organic operating trends in Tenet's largest hospital
markets and the on-time and on-budget completion of Vanguard's schedule
of capital projects.
The Stable Rating Outlook reflects Fitch's belief that the 5.0x leverage
target is achievable, based mostly on EBITDA expansion driven by organic
growth in the business, as opposed to the realization of synergies or
the application of cash to debt reduction. Given Tenet's strained FCF,
opportunities to pay down debt are limited. If the company chooses to
fund share repurchases with debt and delay deleveraging, it could result
in a downgrade of the ratings. A positive rating action is unlikely over
the next two to three years.
DEBT ISSUE RATINGS:
Fitch currently rates Tenet as follows:
--Senior secured credit facility and senior secured notes 'BB/RR1';
--Senior unsecured notes 'B-/RR5'.
The Recovery Ratings are based on a financial distress scenario which
assumes that value for Tenet's creditors will be maximized as a going
concern (rather than a liquidation scenario). Fitch estimates a
post-default EBITDA for Tenet of $1.1 billion, which is a 40% haircut to
pro forma EBITDA of $1.8 billion considering the contribution of VHS.
Fitch's post-default cash flow estimate for companies in the hospital
sector considers the structure of the industry, including relatively
stable and non-cyclical cash flows, a high level of exposure to cuts in
government payor reimbursement that makes up 30-40% of revenues, offset
by the consideration that hospital care is a critical public service.
Fitch then applies a 7.0x multiple to post-default EBITDA, resulting in
a post-default enterprise value (EV) of $7.6 billion for Tenet. The
multiple is based on observation of both recent transactions/takeout and
public market multiples in the healthcare industry. Fitch significantly
haircuts the transaction/takeout multiple assigned to healthcare
providers since transactions in this part of the healthcare industry
tend to command lower multiples. The 7.0x multiple also considers recent
trends in the public equity market multiples for healthcare providers.
Fitch applies a waterfall analysis to the post-default EV based on the
relative claims of the debt in the capital structure. Administrative
claims are assumed to consume 10% of post-default EV. Fitch assumes that
Tenet would draw $500 million or 50% of the available capacity on the $1
billion revolver in a bankruptcy scenario, and includes that amount in
the claims waterfall. The revolver is collateralized by patient accounts
receivable, and Fitch assumes a reduction in the borrowing base in a
distressed scenario, limiting the amount Tenet can draw on the facility.
The 'BB/RR1' rating for Tenet's secured debt, which includes the bank
credit facility and the senior secured notes, reflects Fitch's
expectation of 100% recovery under a bankruptcy scenario. The 'B-/RR5'
rating on the unsecured notes reflects Fitch's expectations of recovery
of 21% of outstanding principal. The bank facility is assumed to be
fully recovered before the secured notes. The bank facility is secured
by a first-priority lien on the patient accounts receivable of all of
the borrower's wholly owned hospital subsidiaries, while the secured
notes are secured by the capital stock of the operating subsidiaries,
making the notes structurally subordinate to the bank facility with
respect to the accounts receivable collateral.
Total debt of $10.9 billion at Dec. 31, 2013 consists primarily of:
Senior unsecured notes:
--$60 million due 2014;
--$474 million due 2015;
--$300 million due 2020;
--$750 million due 2020;
--$2.8 billion due 2022;
--$430 million due 2031.
Senior secured notes:
--$1.041 billion due 2018;
--$1.8 billion due 2020;
--$500 million due 2020;
--$850 million due 2021
--$1.05 billion due 2021.
Additional information is available at 'www.fitchratings.com'.
Applicable Criteria and Related Research:
--'Hospitals Credit Diagnosis' (Jan. 13, 2014);
--'2014 Outlook: U.S. Healthcare' (Nov. 25, 2013);
--HCA Holdings Inc. Leveraged Finance Spotlight Series (Nov. 7, 2013);
--For Profit Hospital Insights: Fitch's Annual Review of Bad Debt
Accounting Policies and Practices (Oct. 24, 2013);
--Margin Preservation Strategies: Different Angles (U.S. Hospitals and
Health Insurers) (Oct. 1, 2013);
--'The Affordable Care Act and Healthcare Providers: Assessing the
Potential Impact' (May 1, 2013);
--'Corporate Rating Methodology' (Aug. 5, 2013).
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