Fitch: No Rating Implications from Brown-Forman's $4 Per Share Special Dividend

CHICAGO--()--Fitch will not take any rating action following Brown-Forman Corporation's (Brown-Forman) $4 per share special dividend announcement. Brown-Forman's long-term Issuer Default Rating (IDR) is 'A+' and short-term IDR is 'F1'. The Rating Outlook is Stable. A full list of ratings is provided at the end of this press release.

The $4 per share or estimated $850 million payout to Class A and Class B stockholders of record on Dec. 12, 2012 is a one-time special dividend expected to be paid on Dec. 27, 2012. The special cash dividend is in addition to the 9.3% increase in the company's regular cash dividend announced on Nov. 15, 2012.

Fitch expects the special dividend to be substantially debt-financed. At the end of the first quarter of fiscal 2013 or July 31, 2012, Brown-Forman had $361.5 million of cash, with 71% being held by foreign subsidiaries, and approximately $511 million of debt. Total debt-to-operating EBITDA pro forma for the debt-financed dividend is estimated at 1.5(x). Pro forma leverage is in line with the current rating category but limited room exists in the company's ratings in the near-term.

Rating Rationale:

Brown-Forman is one of the largest spirits companies in the U.S. and the seventh largest worldwide according to Impact, an alcoholic beverage trade newsletter. The company's consistent and sizeable operating earnings and cash flow generation is derived from a strong and competitive brand portfolio. These elements combined with conservative financial strategies with regard to acquisitions and share repurchases have resulted in a solid credit profile.

Prior to increased leverage from the dividend, Brown-Forman's credit metrics were strong for the rating category and were the best of Fitch rated peers. For the twelve-month period ended July 31, 2012, total debt-to-operating EBITDA was 0.58x, operating EBITDA-to-gross interest expense was 31.8x, and funds flow from operations (FFO) adjusted leverage was 1.0x. Free cash flow (FCF - defined as cash flow from operations less capital expenditures and dividends) for the period was $272.4 million.

Fitch expects leverage to gradually decline following the special dividend due to cash flow growth and modest debt reduction. Operating trends, as represented by volume growth and price realization, are developing better than Fitch had anticipated.

Major contributors to Brown-Forman's operating earnings are its Jack Daniel's franchise, which is the fifth-largest premium spirits brand and the largest selling American whiskey brand in the world including its highly successful line extensions, and ready-to-drink beverages. Brown-Forman's other major brands are Finlandia Vodka, Southern Comfort Liqueur and El Jimador Tequila.

Brown-Forman's spirits portfolio competes in the super premium to premium category and skews toward whiskeys, liqueurs and bourbons. Fitch views this as a competitive strength because the aging process and inventory investments required are a barrier to entry providing an impediment particularly for value competition. The company also has good geographic diversification with net sales contribution in FY 2012 of 42% from the United States (the world's most profitable spirits market), 27% from Europe and 31% from the rest of the world. In addition to the convenience factor, Brown-Forman's ready-to-drink and ready-to-pour products effectively diversify its product mix.

Debt Structure and Liquidity:

All of Brown-Forman's debt is senior and unsecured with approximately $250 million maturing in both 2014 and 2016. The company has an undrawn $800 million five-year credit facility, which can be expanded by $400 million and expires Nov. 18, 2017. The credit facility is primarily used to support the company's commercial paper program, in which there were no issuances at July 31, 2012. The credit facility includes an interest coverage financial maintenance covenant of 3.0x.

Rating Drivers:

Industry risk factors and Brown-Forman's high concentration of earnings from its Jack Daniel's franchise, which represents on an annual basis approximately 51% of the depletions of the company's major brands and plays the largest role in limiting the company's ratings to the 'A' category, make an upgrade unlikely. Industry risk factors include industry structure, regulations related to alcohol sales, consumption patterns, and consolidation.

Fitch believes Brown-Forman could participate in industry consolidation with bolt-on acquisitions that are not expected to increase leverage materially in the near-term. The company's acquisition strategy is to acquire brands with growth potential and that complement its current portfolio.

Current ratings incorporate Fitch's expectation that total debt-to-operating EBITDA will not exceed 1.5x (or 2.0x on a lease adjusted basis) for an extended period of time after factoring in the company's acquisition strategy. Leverage exceeding those amounts will likely lead to a negative rating action. Merger and acquisition risk from an unsolicited takeover is unlikely because the Brown family controls 69.3 % of voting shares.

Recent Operating and Financial Performance and Outlook:

Sales net of excise taxes increased 4.3% to $637.8 million for the first quarter ended July 31, 2012, benefiting from continually high single-digit depletion rates from its Jack Daniel's franchise and low single-digit from Finlandia. Higher trade sales in anticipation of a price increase also contributed to revenue growth during the period. Operating income, excluding other expenses, increased 18.1% to $223.5 million driven mainly by volume gains and partially offset by unfavorable foreign exchange.

Brown-Forman anticipates high single-digit growth in sales and operating income in fiscal 2013. Although the company has good geographic diversification, an economic slowdown or a recession in more than one major market may dampen top-line growth. In addition, sales in advance of the price increase during the first quarter will slow growth during the subsequent periods.

What Could Trigger a Rating Action:

Future developments that may, individually or collectively, lead to a positive rating action include:

--An upgrade is unlikely given Brown-Forman's dependence on the Jack Daniel's franchise.

Future developments that may, individually or collectively, lead to a negative rating action include:

--Larger than expected debt-financed acquisitions that result in total debt-to-operating EBITDA exceeding 1.5x or total adjusted debt-to-operating EBITDAR exceeding 2.0x could lead to a ratings downgrade;
--A significant and sustained loss of market share for the Jack Daniel's brand could also contribute to negative rating actions.

Fitch currently rates Brown-Forman Corporation as follows:

--Long-term Issuer Default rating (IDR) 'A+';
--Senior Unsecured Notes 'A+';
--Bank Credit facility 'A+';
--Short-term IDR 'F1';
--Commercial Paper 'F1'.

The Rating Outlook is Stable.

Additional information is available at www.fitchratings.com.

Applicable Criteria and Related Research:
--'Corporate Rating Methodology' (Aug. 8, 2012).

Applicable Criteria and Related Research:
Corporate Rating Methodology
http://www.fitchratings.com/creditdesk/reports/report_frame.cfm?rpt_id=684460

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Contacts

Fitch Ratings
Primary Analyst:
Wesley E. Moultrie II, CPA, +1-312-368-3186
Managing Director
Fitch, Inc.
70 W. Madison Street
Chicago, IL 60602
or
Secondary Analyst:
Carla Norfleet Taylor, CFA, +1-312-368-3195
Director
or
Committee Chairperson:
John C. Culver, CFA, +1-312-368-3216
Senior Director
or
Media Relations:
Brian Bertsch, +1-212-908-0549
brian.bertsch@fitchratings.com

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Contacts

Fitch Ratings
Primary Analyst:
Wesley E. Moultrie II, CPA, +1-312-368-3186
Managing Director
Fitch, Inc.
70 W. Madison Street
Chicago, IL 60602
or
Secondary Analyst:
Carla Norfleet Taylor, CFA, +1-312-368-3195
Director
or
Committee Chairperson:
John C. Culver, CFA, +1-312-368-3216
Senior Director
or
Media Relations:
Brian Bertsch, +1-212-908-0549
brian.bertsch@fitchratings.com