Fitch Rates Brown-Forman's Multi-Tranche Issuance 'A'; Outlook Negative

CHICAGO--()--Fitch Ratings has assigned an 'A' rating to Brown-Forman Corporation's (Brown-Forman) multi-tranche offering including EUR300 million 10-year senior notes and GBP300 million 12-year senior notes. The Rating Outlook is Negative.

Brown-Forman intends to use the net proceeds of the multi-tranche offering for general corporate purposes and to repay commercial paper indebtedness, a portion of which was incurred in connection with the June 2016 acquisition of The BenRiach Distillery Company Limited (BenRiach).

KEY RATING DRIVERS

Credit Profile Erosion

The Negative Outlook reflects the continued erosion of Brown-Forman's credit profile driven primarily by an aggressive financial policy toward debt-funded share repurchases and expectations that Brown-Forman will fully complete its $1 billion share repurchase program in fiscal 2017, combined with the increased debt associated with the acquisition of BenRiach. Fitch views the acquisition as highly complementary and fills a gap in Brown-Forman's aged spirits portfolio. As a result, Fitch believes leverage will increase to approximately 2.1x in FY2017 before moderating in FY2018 to slightly less than 2x due to growth in EBITDA. This compares to debt/EBITDA of 1.6x for FY2016.

Strong Anchor Brand, Favorable Demand Trends

Brown-Forman's ratings are supported by the sizeable operating earnings and consistent cash flow generation that is derived from the strong and competitive brand portfolio of one of the largest worldwide spirits companies. Major contributors to Brown-Forman's operating earnings are its Jack Daniel's franchise, which is the fourth-largest premium spirits brand and the largest selling American whiskey brand in the world including its highly successful line extensions, Tennessee Honey and Tennessee Fire.

On an annual basis the Jack Daniel's Family represents approximately half of the volume depletions for the company's major brands. Brown-Forman's other major brands, Finlandia Vodka, Canadian Mist and El Jimador Tequila, have experienced further volume pressure during FY2016. The El Jimador-Brand Family depletion volumes declined in Mexico as the company continues its brand repositioning at a more premium price point via multi-year price increases.

Brown-Forman's spirits portfolio competes primarily in the premium and super premium categories and skews toward American whiskeys. 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. Brown-Forman spirits have taken share from beer and clear spirits, with the favorable demand trends driven by flavored and higher-end American whiskey.

As such, Brown-Forman has experienced strong category momentum for Jack Daniel's Tennessee Honey and the higher-priced Woodford Reserve Family with depletion volume growth at 8% and 26%, respectively, for FY2016. Overall, the Jack Daniel's Family depletion volumes grew by 5%. Industry demand trends should remain positive for the foreseeable future, which, when coupled with Brown-Forman's portfolio, would allow the company to grow at above-average rates for the next several years.

KEY ASSUMPTIONS

Fitch's key assumptions within our rating case for Brown-Forman in 2016 include:

--Net revenue flat-to-slightly negative in FY2017, and growing low- to mid-single digits in FY2018. Underlying revenue growth is expected in the 5%-6% range over the forecast period.

--EBITDA margins increasing in FY2017 to approximately 37.5%, and 40bps in FY2018 driven by improved gross margins on the brands in the portfolio.

--Capital expenditures of $108 million in FY2016, growing to over $200 million in FY2017 to support additional capex related to the BenRiach acquisition and distillery buildout for Slane Castle.

--Free cash flow (FCF) margins growing from 4.4% in FY2016 back to the high single digits by FY2018 driven by organic growth and capital spending declines.

--Total Debt/EBITDA of 1.6x in FY2016 increasing to approximately 2.1x in FY2017 assuming Brown-Forman completes its $1 billion share authorization. Leverage moderates to less than 2x as a result of EBITDA growth in FY2018 and beyond.

RATING SENSITIVITIES

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

Positive rating actions are not anticipated in the intermediate term given the expected increase in leverage and the Negative Outlook. Over the longer term, a positive rating action would be based on continued strong operating performance driven by the Jack Daniel's Brand Family combined with:

--Decreased leverage such that total debt-to-operating EBITDA is below 1.5x;

--FFO adjusted leverage in the low 2x range on a sustained basis.

Any potential ratings upgrade, however, would be limited 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:

--Total debt/EBITDA sustained above 2x;

--FFO adjusted leverage sustained above 3x;

--FCF margin sustained below 5%;

--A material leveraging transaction;

--Further aggressive shareholder-based initiatives;

--A significant and sustained loss of market share for the Jack Daniel's brand.

LIQUIDITY

Brown-Forman's cash balances, stable FCF generation and substantial credit facility capacity provide good liquidity. As of April 30, 2016, Brown-Forman had $263 million of cash. FCF for FY2016 was $150 million. FCF is expected to remain in a similar range in FY2017 before rising back to $200 million-$300 million annually in FY2018 and beyond as organic growth in the mid-single-digits and expected decreases in capital spending offset the loss in cash flow from the Southern Comfort brand. Fitch expects Brown-Forman will fund a portion of the acquisition with offshore cash proceeds from the Southern Comfort divestiture and should provide Brown-Forman an opportunity to access future foreign-generated cash.

The company has not drawn on its $800 million five-year credit facility that matures in November 2018, which can be expanded by $400 million. The new 364-day $400 million revolving facility further bolsters liquidity and serves as another backstop to support the company's $1.2 billion commercial paper (CP) program. CP borrowings were $271 million for the year ended April 30, 2016, which leaves available capacity of $929 million. The five-year credit facility includes an interest-coverage financial maintenance covenant of 3x. Brown-Forman maintains a very manageable maturity profile with $250 million coming due in 2018.

Fitch rates Brown-Forman as follows:

--Long-Term Issuer Default rating (IDR) at 'A';

--Short-Term IDR at 'F1';

--Commercial paper at 'F1';

--Senior unsecured notes at 'A';

--Bank credit facility at 'A';

--364-day revolving facility at 'A'.

The Rating Outlook is Negative

Date of Relevant Rating Committee: April 27, 2016

Additional information is available on www.fitchratings.com

Applicable Criteria

Corporate Rating Methodology - Including Short-Term Ratings and Parent and Subsidiary Linkage (pub. 17 Aug 2015)

https://www.fitchratings.com/creditdesk/reports/report_frame.cfm?rpt_id=869362

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Contacts

Fitch Ratings
Primary Analyst
William Densmore
Senior Director
+1-312-368-3125
Fitch Ratings, Inc.
70 W. Madison Street
Chicago, IL 60602
or
Secondary Analyst
Carla Norfleet Taylor, CFA
Senior Director
+1-312-368-3195
or
Committee Chairperson
Monica Aggarwal
Managing Director, CFA
+1-212-908-0282
or
Media Relations:
Alyssa Castelli, +1 212-908-0540
alyssa.castelli@fitchratings.com

Contacts

Fitch Ratings
Primary Analyst
William Densmore
Senior Director
+1-312-368-3125
Fitch Ratings, Inc.
70 W. Madison Street
Chicago, IL 60602
or
Secondary Analyst
Carla Norfleet Taylor, CFA
Senior Director
+1-312-368-3195
or
Committee Chairperson
Monica Aggarwal
Managing Director, CFA
+1-212-908-0282
or
Media Relations:
Alyssa Castelli, +1 212-908-0540
alyssa.castelli@fitchratings.com