Mapletree Comm'l Trust Treasury Co. Pte. Ltd. -- Moody's reviews Mapletree Commercial Trust for downgrade and Mapletree North Asia Commercial Trust for upgrade on proposed merger

Moody's2022-01-05

Rating Action: Moody's reviews Mapletree Commercial Trust for downgrade and Mapletree North Asia Commercial Trust for upgrade on proposed mergerGlobal Credit Research - 05 Jan 2022Singapore, January ...

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Ltd. -- Moody's reviews Mapletree Commercial Trust for downgrade and Mapletree North Asia Commercial Trust for upgrade on proposed merger\n</h2>\n\n<h4 class=\"meta\">\n\n\n2022-01-05 18:36 GMT+8&nbsp;&nbsp;&nbsp;<a href=https://finance.yahoo.com/news/mapletree-comml-trust-treasury-co-103606278.html><strong>Moody's</strong></a>\n\n\n</h4>\n\n</header>\n<article>\n<div>\n<p>Rating Action: Moody's reviews Mapletree Commercial Trust for downgrade and Mapletree North Asia Commercial Trust for upgrade on proposed mergerGlobal Credit Research - 05 Jan 2022Singapore, January ...</p>\n\n<a href=\"https://finance.yahoo.com/news/mapletree-comml-trust-treasury-co-103606278.html\">Source Link</a>\n\n</div>\n\n\n</article>\n</div>\n</body>\n</html>\n","isBrief":false,"type":0,"news_type":1,"symbol":"BK4112","symbol_name":"金融交易所和数据","start_time":0,"source_url":"https://finance.yahoo.com/news/mapletree-comml-trust-treasury-co-103606278.html","article_id":"2201233025","we_media_id":null,"thumbnails":[],"rights":{"source":"yahoofinance_sg","url":"https://finance.yahoo.com/news/mapletree-comml-trust-treasury-co-103606278.html","rn_cache_url":null,"customStyle":"","selectors":"article, body","filters":"","directOrigin":true},"url":"https://stock-news.laohu8.com/highlight/detail?id=2201233025","pubTimestamp":1641378966,"sourceInfo":{"source_id":"yahoofinance_sg","name":"Yahoo Finance"},"weMediaInfo":null,"summary":"docid=PBC_ARFTL460906 for the List of Aff","collect":0,"end_time":0,"defaultTopTitle":"yahoo.com","property":[],"viewcount":null,"language":"en","relate_stocks":{"BK4112":"金融交易所和数据","BK4548":"巴美列捷福持仓","MPCMF":"MAPLETREE PANASIA COML TR","BK4559":"巴菲特持仓","TTE":"道达尔","MCO":"穆迪","BK4080":"零售业房地产投资信托"},"translate_title":"Mapletree Comm'l Trust Treasury公司。Moody's对Mapletree商业信托公司进行降级审查，对Mapletree北亚商业信托公司进行升级审查","themeId":null,"isJumpTheme":false,"ttsUrl":null,"symbols_score_info":{"MCO":1,"MPCMF":1,"RW0U.SI":0.9,"TTE":0.6},"content_text":"Rating Action: Moody's reviews Mapletree Commercial Trust for downgrade and Mapletree North Asia Commercial Trust for upgrade on proposed mergerGlobal Credit Research - 05 Jan 2022Singapore, January 05, 2022 -- Moody's Investors Service has placed on review for downgrade Mapletree Commercial Trust's (MCT) Baa1 issuer rating.At the same time, Moody's has placed on review for downgrade the (P)Baa1 senior unsecured ratings on the medium-term note programs of MCT and Mapletree Commercial Trust Treasury Company Pte. Ltd. (MCTTC).Moody's has also placed on review for downgrade the Baa1 ratings on the senior unsecured notes drawn down from the program under MCTTC. MCTTC is a wholly-owned subsidiary of MCT and its notes and programs are guaranteed by MCT.The outlook on all MCT's ratings has been changed to rating under review from stable.Moody's has placed on review for upgrade Mapletree North Asia Commercial Trust's (MNACT) Baa3 issuer rating.At the same time, Moody's has placed on review for upgrade the provisional (P)Baa3 ratings on the senior unsecured euro medium-term note (EMTN) program of MNACT, and on the guaranteed senior unsecured EMTN programs of Mapletree North Asia Commercial Trust Treasury Company (S) Pte Ltd and Mapletree North Asia Commercial Treasury Company (HKSAR) Limited.Moody's has also placed on review for upgrade the Baa3 guaranteed senior unsecured rating on the notes under Mapletree North Asia Commercial Treasury Company (HKSAR) Limited's EMTN program. DBS Trustee Limited, in its capacity as the trustee of MNACT, unconditionally and irrevocably guarantees the notes of Mapletree North Asia Commercial Treasury Company (HKSAR) Limited and programs of Mapletree North Asia Commercial Trust Treasury Company (S) Pte Ltd and Mapletree North Asia Commercial Treasury Company (HKSAR) Limited.The outlook on all MNACT's ratings has been changed to rating under review from negative.The review follows the announcement on 31 December 2021 of the proposed merger of MCT and MNACT. The merger is to be effected through the acquisition by MCT of all the issued and paid-up units in MNACT by way of a trust scheme of arrangement. The transaction is expected to close by the end of June 2022.\"The review for downgrade reflects the potential weakening of MCT's credit metrics and uncertainty around its financial policy following the merger with MNACT. However, the final impact remains uncertain as the merger is still subject to, amongst others, the approval of the unitholders,\" says Junling Tan, a Moody's Analyst.\"The review for upgrade reflects our expectation that MNACT's rating could benefit from its 100% ownership by MCT, following the completion of the proposed merger. However, the final impact on MNACT's rating will depend on our assessment of the likelihood of extraordinary support that MCT will provide to MNACT in case of distress,\" adds TanPlease click on this link https://www.moodys.com/viewresearchdoc.aspx?docid=PBC_ARFTL460906 for the List of Affected Credit Ratings. This list is an integral part of this Press Release and identifies each affected issuer.RATINGS RATIONALE / FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS-- Mapletree Commercial TrustThe total consideration for the proposed transaction is around SGD4.24 billion. MNACT unitholders may elect either (i) scrip-only consideration, or (ii) cash-and-scrip consideration. In case of scrip-only consideration, MCT plans to issue 2,103 million new MCT units and fund the transaction cost of SGD18.1 million with debt. In case of cash-and-scrip consideration, MCT will issue 1,895 million new MCT units and fund the cash component and transaction cost with SGD237.9 million in debt and SGD200 million in perpetual securities.The consolidation of MNACT, which has a weaker leverage profile, coupled with the incurrence of incremental debt and perpetual securities to fund the merger's cash consideration, will raise MCT's leverage.Pro forma for the merger, Moody's expects MCT's leverage -- as measured by adjusted net debt/EBITDA-- to increase to around 9.4x-9.9x from 8.2x for its financial year ending 31 March 2022 (fiscal 2022), which is weaker than the 8.5x downgrade threshold for its Baa1 rating. At the same time, interest coverage -- as measured by adjusted EBITDA/interest expense -- would remain healthy at approximately 4.4x-4.8x.If the merger goes ahead as planned, the new entity will have a more geographically diversified portfolio across the retail, office and business parks segments. The trust's single asset concentration risk will also be reduced significantly. In such a scenario, Moody's also expects the trust to reassess its long-term financial policy which balances its business strategy, competitive position, and the interests of its key stakeholders.MCT has excellent liquidity for the next 15 months. As of 30 September 2021, on a pro forma basis, the enlarged trust's cash and cash equivalents of around SGD320 million and undrawn committed facilities were sufficient to cover the trust's upcoming debt maturities of SGD1,032 million over the next 15 months.In terms of environmental, social and governance (ESG) factors, Moody's has considered governance risk around related-party transaction between MCT and its sponsor, Mapletree Investments Pte. Ltd (MIPL), a wholly-owned subsidiary of Temasek Holdings (Private) Limited (Temasek, Aaa stable). Nonetheless, this risk is mitigated by the regulatory oversight provided by the Monetary Authority of Singapore and exercised through a board that for the majority consists of independent directors. Further, there is an alignment of interest between MCT and its sponsor because the latter has maintained at least a 30% stake in the trust since its listing.If the merger goes ahead as planned, Moody's review will focus on (1) the business profile of the combined trust; (2) the funding structure for the approximate SGD417.3 million cash consideration; and (3) the trust's financial policy, including its liquidity profile, pro forma for the acquisition debt.The rating could be downgraded by up to one notch, if Moody's assesses MCT to have a more aggressive long term financial policy post the merger. Moody's assessment of combined entity's financial policy will also take into account its increased scale and geographic diversification.-- Mapletree North Asia Commercial TrustMoody's expects MNACT's business profile and credit metrics will remain largely unchanged following the merger. However, MNACT will no longer be separately listed and will exist as a sub-trust of MCT. MNACT's noteholders may opt for early redemption upon the delisting of MNACT. Nevertheless, Moody's expects MNACT to tap its undrawn credit facilities should the need arise.Moody's also expects that the combined portfolio of MCT and MNACT will be of stronger credit quality than MNACT's standalone portfolio.The ability of MCT to provide support to MNACT will be based on the rating of the combined trust, and its willingness will be based on the linkages and level of integration between MCT and MNACT following the merger.MNACT has excellent liquidity. As of 30 September 2021, the trust's cash balance of around SGD218 million and undrawn committed credit facilities were sufficient to cover its upcoming debt maturities of approximately SGD568 million over the next 15 months. Moody's also expects refinancing risk to be further mitigated by the trust's track record of access to funding and established banking relationships.In terms of ESG factors, Moody's has considered the governance risk stemming from the related party transactions between MNACT and its sponsor, MIPL, a wholly-owned subsidiary of Temasek. This risk is mitigated by the regulatory oversight provided by the Monetary Authority of Singapore and exercised through a board that for the majority consists of independent directors. Furthermore, there is an alignment of interests between MNACT and its sponsor because the latter has maintained a stake of at least 30% in the trust since its listing.If the merger goes ahead as planned, Moody's review will focus on (1) the ability and willingness of MCT to provide support to MNACT; (2) MNACT's business strategy and capital structure; and (3) MNACT's transparency around its operational and financial performance.MNACT's ratings could be upgraded if Moody's assesses, following approval of the merger by unitholders, that (1) MNACT's standalone credit profile remains intact; and (2) MCT's ability and willingness to provide extraordinary support result in an uplift for MNACT's rating.On the other hand, MNACT's ratings could be confirmed at the current level (1) if the proposed merger does not go ahead; or (2) the proposed merger goes ahead but Moody's concludes that MCT's ability and willingness to provide extraordinary support do not result in an uplift for MNACT's rating.The principal methodology used in these ratings was REITs and Other Commercial Real Estate Firms Methodology published in July 2021 and available at https://www.moodys.com/researchdocumentcontentpage.aspx?docid=PBC_1272320. Alternatively, please see the Rating Methodologies page on www.moodys.com for a copy of this methodology.Mapletree Commercial Trust (MCT) was listed on the Singapore Stock Exchange in 2011. As of 30 September 2021, the trust had a portfolio of five properties in Singapore -- across the retail, office and business park segments -- with a combined appraised value of SGD8.8 billion. The trust's sponsor, MIPL, is a wholly owned subsidiary of Temasek, which is wholly owned by the Government of Singapore (Aaa stable). At 27 December 2021, MIPL held a 32.6% stake in MCT.Mapletree North Asia Commercial Trust (MNACT) was listed on the Singapore stock exchange in 2013. Its portfolio, which consists of 13 properties in Hong Kong SAR, China, Japan and Korea, had a total appraised value of around SGD8.3 billion as of 31 October 2021. The trust's sponsor is MIPL, a wholly owned subsidiary of Temasek, which, in turn, is wholly owned by the Singapore government. At 24 December 2021, MIPL held a 38.1% stake in MCT.REGULATORY DISCLOSURESThe List of Affected Credit Ratings announced here are a mix of solicited and unsolicited credit ratings. For additional information, please refer to Moody's Policy for Designating and Assigning Unsolicited Credit Ratings available on its website www.moodys.com. Additionally, the List of Affected Credit Ratings includes additional disclosures that vary with regard to some of the ratings. Please click on this link https://www.moodys.com/viewresearchdoc.aspx?docid=PBC_ARFTL460906 for the List of Affected Credit Ratings. This list is an integral part of this Press Release and provides, for each of the credit ratings covered, Moody's disclosures on the following items:** Rating Solicitation** Issuer Participation** Participation: Access to Management** Participation: Access to Internal Documents ** Disclosure to Rated Entity ** Endorsement ** Lead Analyst ** Releasing Office For further specification of Moody's key rating assumptions and sensitivity analysis, see the sections Methodology Assumptions and Sensitivity to Assumptions in the disclosure form. Moody's Rating Symbols and Definitions can be found at: https://www.moodys.com/researchdocumentcontentpage.aspx?docid=PBC_79004.For ratings issued on a program, series, category/class of debt or security this announcement provides certain regulatory disclosures in relation to each rating of a subsequently issued bond or note of the same series, category/class of debt, security or pursuant to a program for which the ratings are derived exclusively from existing ratings in accordance with Moody's rating practices. For ratings issued on a support provider, this announcement provides certain regulatory disclosures in relation to the credit rating action on the support provider and in relation to each particular credit rating action for securities that derive their credit ratings from the support provider's credit rating. For provisional ratings, this announcement provides certain regulatory disclosures in relation to the provisional rating assigned, and in relation to a definitive rating that may be assigned subsequent to the final issuance of the debt, in each case where the transaction structure and terms have not changed prior to the assignment of the definitive rating in a manner that would have affected the rating. For further information please see the ratings tab on the issuer/entity page for the respective issuer on www.moodys.com.For any affected securities or rated entities receiving direct credit support from the primary entity(ies) of this credit rating action, and whose ratings may change as a result of this credit rating action, the associated regulatory disclosures will be those of the guarantor entity. Exceptions to this approach exist for the following disclosures, if applicable to jurisdiction: Ancillary Services, Disclosure to rated entity, Disclosure from rated entity.Regulatory disclosures contained in this press release apply to the credit rating and, if applicable, the related rating outlook or rating review.Moody's general principles for assessing environmental, social and governance (ESG) risks in our credit analysis can be found at http://www.moodys.com/researchdocumentcontentpage.aspx?docid=PBC_1288235.Please see www.moodys.com for any updates on changes to the lead rating analyst and to the Moody's legal entity that has issued the rating.Please see the ratings tab on the issuer/entity page on www.moodys.com for additional regulatory disclosures for each credit rating. Junling Tan Analyst Corporate Finance Group Moody's Investors Service Singapore Pte. Ltd. 50 Raffles Place #23-06 Singapore Land Tower Singapore 48623 Singapore JOURNALISTS: 852 3758 1350 Client Service: 852 3551 3077 Vikas Halan Associate Managing Director Corporate Finance Group JOURNALISTS: 852 3758 1350 Client Service: 852 3551 3077 Releasing Office: Moody's Investors Service Singapore Pte. Ltd. 50 Raffles Place #23-06 Singapore Land Tower Singapore 48623 Singapore JOURNALISTS: 852 3758 1350 Client Service: 852 3551 3077 © 2022 Moody’s Corporation, Moody’s Investors Service, Inc., Moody’s Analytics, Inc. and/or their licensors and affiliates (collectively, “MOODY’S”). All rights reserved.CREDIT RATINGS ISSUED BY MOODY'S CREDIT RATINGS AFFILIATES ARE THEIR CURRENT OPINIONS OF THE RELATIVE FUTURE CREDIT RISK OF ENTITIES, CREDIT COMMITMENTS, OR DEBT OR DEBT-LIKE SECURITIES, AND MATERIALS, PRODUCTS, SERVICES AND INFORMATION PUBLISHED BY MOODY’S (COLLECTIVELY, “PUBLICATIONS”) MAY INCLUDE SUCH CURRENT OPINIONS. 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Because of the possibility of human or mechanical error as well as other factors, however, all information contained herein is provided “AS IS” without warranty of any kind. MOODY'S adopts all necessary measures so that the information it uses in assigning a credit rating is of sufficient quality and from sources MOODY'S considers to be reliable including, when appropriate, independent third-party sources. However, MOODY’S is not an auditor and cannot in every instance independently verify or validate information received in the rating process or in preparing its Publications.To the extent permitted by law, MOODY’S and its directors, officers, employees, agents, representatives, licensors and suppliers disclaim liability to any person or entity for any indirect, special, consequential, or incidental losses or damages whatsoever arising from or in connection with the information contained herein or the use of or inability to use any such information, even if MOODY’S or any of its directors, officers, employees, agents, representatives, licensors or suppliers is advised in advance of the possibility of such losses or damages, including but not limited to: (a) any loss of present or prospective profits or (b) any loss or damage arising where the relevant financial instrument is not the subject of a particular credit rating assigned by MOODY’S.To the extent permitted by law, MOODY’S and its directors, officers, employees, agents, representatives, licensors and suppliers disclaim liability for any direct or compensatory losses or damages caused to any person or entity, including but not limited to by any negligence (but excluding fraud, willful misconduct or any other type of liability that, for the avoidance of doubt, by law cannot be excluded) on the part of, or any contingency within or beyond the control of, MOODY’S or any of its directors, officers, employees, agents, representatives, licensors or suppliers, arising from or in connection with the information contained herein or the use of or inability to use any such information.NO WARRANTY, EXPRESS OR IMPLIED, AS TO THE ACCURACY, TIMELINESS, COMPLETENESS, MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE OF ANY CREDIT RATING, ASSESSMENT, OTHER OPINION OR INFORMATION IS GIVEN OR MADE BY MOODY’S IN ANY FORM OR MANNER WHATSOEVER.Moody’s Investors Service, Inc., a wholly-owned credit rating agency subsidiary of Moody’s Corporation (“MCO”), hereby discloses that most issuers of debt securities (including corporate and municipal bonds, debentures, notes and commercial paper) and preferred stock rated by Moody’s Investors Service, Inc. have, prior to assignment of any credit rating, agreed to pay to Moody’s Investors Service, Inc. for credit ratings opinions and services rendered by it fees ranging from $1,000 to approximately $5,000,000. MCO and Moody’s Investors Service also maintain policies and procedures to address the independence of Moody’s Investors Service credit ratings and credit rating processes. Information regarding certain affiliations that may exist between directors of MCO and rated entities, and between entities who hold credit ratings from Moody’s Investors Service and have also publicly reported to the SEC an ownership interest in MCO of more than 5%, is posted annually at www.moodys.com under the heading “Investor Relations — Corporate Governance — Director and Shareholder Affiliation Policy.”Additional terms for Australia only: Any publication into Australia of this document is pursuant to the Australian Financial Services License of MOODY’S affiliate, Moody’s Investors Service Pty Limited ABN 61 003 399 657AFSL 336969 and/or Moody’s Analytics Australia Pty Ltd ABN 94 105 136 972 AFSL 383569 (as applicable). This document is intended to be provided only to “wholesale clients” within the meaning of section 761G of the Corporations Act 2001. By continuing to access this document from within Australia, you represent to MOODY’S that you are, or are accessing the document as a representative of, a “wholesale client” and that neither you nor the entity you represent will directly or indirectly disseminate this document or its contents to “retail clients” within the meaning of section 761G of the Corporations Act 2001. MOODY’S credit rating is an opinion as to the creditworthiness of a debt obligation of the issuer, not on the equity securities of the issuer or any form of security that is available to retail investors.Additional terms for Japan only: Moody's Japan K.K. (“MJKK”) is a wholly-owned credit rating agency subsidiary of Moody's Group Japan G.K., which is wholly-owned by Moody’s Overseas Holdings Inc., a wholly-owned subsidiary of MCO. Moody’s SF Japan K.K. (“MSFJ”) is a wholly-owned credit rating agency subsidiary of MJKK. MSFJ is not a Nationally Recognized Statistical Rating Organization (“NRSRO”). Therefore, credit ratings assigned by MSFJ are Non-NRSRO Credit Ratings. Non-NRSRO Credit Ratings are assigned by an entity that is not a NRSRO and, consequently, the rated obligation will not qualify for certain types of treatment under U.S. laws. MJKK and MSFJ are credit rating agencies registered with the Japan Financial Services Agency and their registration numbers are FSA Commissioner (Ratings) No. 2 and 3 respectively.MJKK or MSFJ (as applicable) hereby disclose that most issuers of debt securities (including corporate and municipal bonds, debentures, notes and commercial paper) and preferred stock rated by MJKK or MSFJ (as applicable) have, prior to assignment of any credit rating, agreed to pay to MJKK or MSFJ (as applicable) for credit ratings opinions and services rendered by it fees ranging from JPY100,000 to approximately JPY550,000,000.MJKK and MSFJ also maintain policies and procedures to address Japanese regulatory requirements. 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