Swiss Building Materials Group Holcim 'BBB/A-2' Ratings Affirmed; Outlook Remains Stable On Merger Talks With Lafarge

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1 Research Update: Swiss Building Materials Group Holcim '/A-2' Ratings Affirmed; Outlook Remains Stable On Merger Talks With Lafarge Primary Credit Analyst: Bertrand P Jabouley, CFA, Paris (33) ; bertrand.jabouley@standardandpoors.com Secondary Contact: Jebby J Jacob, London (44) ; jebby.jacob@standardandpoors.com Table Of Contents Overview Rating Action Rationale Outlook Ratings Score Snapshot Related Criteria And Research Ratings List APRIL 8,

2 Research Update: Swiss Building Materials Group Holcim '/A-2' Ratings Affirmed; Outlook Remains Stable On Merger Talks With Lafarge Overview On April 7, 2014, building materials companies Holcim and Lafarge announced their intention to merge. Given the transaction's contemplated structure involving large asset sales, we think the LafargeHolcim combined entity would have broadly comparable business risk and financial risk profiles to Holcim's on a stand-alone basis. We are affirming our '/A-2' ratings on Holcim. The stable outlook on Holcim reflects our view that the combined entity should present a solid investment-grade credit profile. Rating Action On April 8, 2014, Standard & Poor's Ratings Services affirmed its '/A-2' long- and short-term corporate credit ratings on Switzerland-based heavy materials producer Holcim Ltd. The outlook remains stable. Rationale The affirmation follows the announcement by Holcim and French heavy materials group Lafarge S.A. on April 7, 2014, of their intention to merge their operations. Holcim has indicated it will launch a public exchange offer for all outstanding Lafarge shares with new Holcim shares. The companies have announced they expect the process to be finalized in the first half of We understand there is no cash consideration beyond transaction costs. In parallel, both entities will make large disposals to secure approval from antitrust authorities. At this stage, we believe two thirds of divestments--in revenue terms--will be in Europe, especially in France and the U.K., with some possible disposals in emerging countries as well, namely in Asia and Latin America. We understand that carrying out a large number of disposals, in value terms, is a prerequisite for antitrust authorities' approval of the deal. We consider that our assessment of the combined entity's business risk profile would benefit from the link-up, given that the new LafargeHolcim would have an unrivaled asset portfolio in terms of geographic diversity and absolute size in the sector. We expect, however, to continue to assess the combined entity's business risk profile as "strong," matching those of Lafarge and Holcim. APRIL 8,

3 Research Update: Swiss Building Materials Group Holcim '/A-2' Ratings Affirmed; Outlook Remains Stable We believe the combined entity's financial risk profile will remain in our "significant" category, like Holcim's, assuming smooth execution of the disposals. At year-end 2013, Holcim's ratio of funds from operations (FFO) to debt was in the mid-twenty percents, compared with the low teens for Lafarge. In our base case, we assume that: The transaction will close on Jan. 1, 2015, and Holcim will consolidate Lafarge's net debt. There will be no cash squeeze out of Lafarge minorities, meaning we expect a fully successful offer, with all shareholders contributing their shares to the merger. EBITDA totaling about Swiss franc (CHF) 1.0 billion will be divested by the two companies, yielding an average valuation multiple of at least 5x for the transactions. While we acknowledge that our base multiple assumption is conservative, we believe there are substantial execution risks associated with the divestments, either because of their size or the current overcapacity in some markets where both companies intend to sell assets. Transaction and implementation costs will exceed any synergies in both 2015 and Based on these assumptions, we arrive at the following credit metrics: Taking into account the restatement of its consolidated financial statements as per International Financial Reporting Standard 11 requirements, Lafarge's unadjusted net debt will stand at about CHF11 billion ( 9 billion) on Dec. 31, 2014, by our estimate. FFO to debt exceeding 25% and debt to EBITDA of less than 2.5x for Holcim in Ratios of debt to EBITDA of about 2.5x-2.7x in 2015 for the combined entity, improving to approximately 2.2x-2.5x in Liquidity The short-term rating is 'A-2'. We view Holcim's liquidity as "strong" under our criteria, with a ratio of sources versus uses of more than 1.5x over the next 24 months, underpinned by large cash balances and committed undrawn lines. Holcim's liquidity sources as of Dec. 31, 2013, include: Net cash and cash equivalents of close to CHF2.2 billion; Committed, undrawn lines totaling about CHF4.2 billion available beyond one year; and FFO that we estimate at about CHF2.8 billion in This compares with the group's potential liquidity uses of about CHF7.0 billion in the 12 months to end-september 2014, including: Short-term debt totaling CHF2.9 billion (close to CHF1.2 billion of debt matures in the subsequent 12 months); Seasonal peak working capital of about CHF1 billion; Capital expenditures of less than CHF2.0 billion Acquisitions well below CHF0.5 billion; and APRIL 8,

4 Research Update: Swiss Building Materials Group Holcim '/A-2' Ratings Affirmed; Outlook Remains Stable Dividend payments of close to CHF0.6 billion. Assuming the merger closes on Jan. 1, 2015, our liquidity assessment would be supported by more than CHF5 billion in disposal proceeds to be received by the combined entity, translating into liquidity metrics consistent with our qualifier of "strong." Outlook The stable outlook reflects our view that our assessments of the combined LafargeHolcim entity's business risk and financial risk profiles--after asset sales--will resemble Holcim's on a stand-alone basis and remain in our "strong" and "significant" categories, respectively. We would expect the combined entity to post Standard & Poor's adjusted FFO-to-debt in the low twenty percents on a sustainable basis. Upside scenario We might consider a positive rating action if the merger closed early in 2015 as currently planned, and if credit metrics improved to sustainable levels at the upper end of those we view as commensurate with our assessment of Holcim's financial risk profile as "significant." This would probably entail higher proceeds achieved on pre-merger disposals or better synergies than we currently forecast. We think rating upside is remote, though, based on our view that any financial headroom at the current rating level will be either invested in the operations or returned to shareholders. Downside scenario We could consider a negative rating action if the combined entity faced unforeseen integration difficulties, such as cultural mismatches and antitrust hurdles, in turn impairing operations, with FFO to debt trending downward to about 20%. In addition, we could take a negative rating action if the merger failed and if we believed this had an unfavorable bearing on Holcim. This could happen in the absence of supportive trading conditions, if Holcim accelerated capital outlays to make up for the time spent focusing on merger talks. Ratings Score Snapshot Corporate Credit Rating: /Stable/A-2 Business risk: Strong Country risk: Intermediate Industry risk: Intermediate Competitive position: Strong Financial risk: Significant APRIL 8,

5 Research Update: Swiss Building Materials Group Holcim '/A-2' Ratings Affirmed; Outlook Remains Stable Cash flow/leverage: Significant Anchor: bbb Modifiers Diversification/Portfolio effect: Neutral (no impact) Capital structure: Neutral (no impact) Liquidity: Strong (no impact) Financial policy: Neutral (no impact) Management and governance: Strong (no impact) Comparable rating analysis: Neutral (no impact) Related Criteria And Research Related Criteria Methodology And Assumptions: Liquidity Descriptors For Global Corporate Issuers, Jan. 2, 2014 Key Credit Factors For The Building Materials Industry, Dec. 19, 2013 Corporate Methodology, Nov. 19, 2013 Corporate Methodology: Ratios and Adjustments, Nov. 19, 2013 Methodology: Management And Governance Credit Factors For Corporate Entities And Insurers, Nov. 13, 2012 Related Research French Building Materials Group Lafarge Outlook Revised To Positive On Merger Talks With Holcim; Affirmed At 'BB+/B', April 8, 2014 Ratings List Ratings Affirmed Holcim Ltd Corporate Credit Rating Senior Unsecured Holcim (Canada) Inc. Holcim (U.S.) Inc. Corporate Credit Rating /Stable/A-2 /Stable/-- Holcim Capital Corp. Ltd. Commercial Paper A-2 Holcim Capital Mexico, S.A. de C.V. Senior Secured Senior Unsecured Holcim Finance (Australia) Pty Ltd mxaaa mxaaa/mxa-1+ APRIL 8,

6 Research Update: Swiss Building Materials Group Holcim '/A-2' Ratings Affirmed; Outlook Remains Stable Holcim Finance (Belgium) S.A. Commercial Paper A-2 Holcim Finance (Canada) Inc. Holcim Finance (Luxembourg) S.A. Holcim GB Finance Ltd. Holcim Overseas Finance Ltd. Holcim US Finance S.a r.l. & Cie S.C.S. Commercial Paper A-2 *Guaranteed by Holcim Ltd. Additional Contact: Industrial Ratings Europe; Complete ratings information is available to subscribers of RatingsDirect at and at spcapitaliq.com. All ratings affected by this rating action can be found on Standard & Poor's public Web site at Use the Ratings search box located in the left column. Alternatively, call one of the following Standard & Poor's numbers: Client Support Europe (44) ; London Press Office (44) ; Paris (33) ; Frankfurt (49) ; Stockholm (46) ; or Moscow 7 (495) APRIL 8,

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