Fitch: MHFI Rating Unaffected by Exploration of Strategic Alternatives for J.D. Power

NEW YORK--()--McGraw Hill Financial, Inc.'s (MHFI) 'BBB+' Issuer Default Rating (IDR) is not affected by today's announcement that it is exploring strategic alternatives for J.D. Power, according to Fitch Ratings. MHFI did not disclose terms of any potential transactions. Fitch notes that J.D Power comprised approximately 6% of fiscal year 2014 total sales.

Fitch expects that sale proceeds will be used for general corporate purposes. Pro forma for a J.D. Power transaction and the Sept. 1, 2015 SNL Financial LLC (SNL) acquisition, Fitch estimates MHFI's total leverage of approximately 1.7x, which is well under the Fitch's tolerance for the rating of 2.5x. Although MHFI has stated they are targeting to maintain investment grade ratings and balance sheet flexibility post the SNL acquisition, they have not verbalized a total leverage target. At June 30, 2015, MHFI had total pro forma debt outstanding of $3.5 billion.

On Sept. 1, 2015, MHFI completed the acquisition of SNL for approximately $2.225 billion. The purchase was funded with a mix of cash on hand and incremental debt. SNL's ultimate cost will be partially offset by acquisition-related tax benefits having an estimated present value of approximately $550 million. Fitch views the SNL transaction favorably from a strategic standpoint as it will strengthen MHFI's operating profile, diversify its revenue sources and provide compelling growth opportunities given minimal product line overlap.

KEY RATING DRIVERS

--MHFI continues to see consistent operating performance across a diverse set of business segments;

--The company maintains a strong liquidity position;

--Solid free cash flow (FCF) generation;

--Despite issuing debt to fund the SNL acquisition, the company retains flexibility under the existing 'BBB+' rating to absorb additional debt-financed acquisitions.

RATING SENSITIVITIES

Ratings may be upgraded when:

--The company's business and operational profile remains in line with current performance without any material deterioration;

--The cumulative effect of acquisitions and share repurchases on the credit profile continues to reflect a conservative balance sheet and financial policy, which may include sustained leverage under 1.5x.

Negative rating actions could occur if there is:

--A shift to leverage over 2.5x without a creditable plan to reduce leverage over an appropriate amount of time;

--Material disruption, negative operating results or a business model change at the S&P Ratings business that materially impacted margins and FCF.

LIQUIDITY AND DEBT STRUCTURE

The company's liquidity position and financial flexibility remain strong given the strength of its businesses and expected FCF generation. Liquidity is further supported by cash and cash equivalents totaling $1.7 billion (approximately $516 million held in the U.S.) and full availability under its $1.2 billion commercial paper (CP) program (backed by MHFI's $1.2 billion bank credit facility due June 2017) as of June 30, 2015. The company has ample cushion inside of the credit facilities' 3.25x indebtedness-to-cash flow ratio.

Under various scenarios Fitch has modeled, which include assumptions for investments in the business (including acquisitions and capital expenditures), Fitch believes that leverage could temporarily exceed 2.5x unadjusted gross leverage and sustain current ratings, providing the company significant financial flexibility at the current rating level.

Fitch currently rates MFHI as follows:

--Issuer Default Rating (IDR) 'BBB+';

--Short-term IDR 'F2';

--Senior unsecured 'BBB+';

--Commercial paper 'F2'.

Additional information is available on www.fitchratings.com

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Contacts

Fitch Ratings
Primary Analyst
Jack Kranefuss
Senior Director
+1-212-908-0791
Fitch Ratings, Inc.
33 Whitehall Street
New York, NY 10004
or
Secondary Analyst
Brian Yoo, CFA
Associate Director
+1-212-908-9175
or
Committee Chairperson
Meghan Neuburger
Managing Director
+1-212-908-0501
or
Media Relations:
Alyssa Castelli, +1-212-908-0540
alyssa.castelli@fitchratings.com

Contacts

Fitch Ratings
Primary Analyst
Jack Kranefuss
Senior Director
+1-212-908-0791
Fitch Ratings, Inc.
33 Whitehall Street
New York, NY 10004
or
Secondary Analyst
Brian Yoo, CFA
Associate Director
+1-212-908-9175
or
Committee Chairperson
Meghan Neuburger
Managing Director
+1-212-908-0501
or
Media Relations:
Alyssa Castelli, +1-212-908-0540
alyssa.castelli@fitchratings.com