voyage maif3 consortium pty limited

VOYAGE MAIF3 CONSORTIUM PTY LIMITED

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VOYAGE MAIF3 CONSORTIUM PTY LIMITED (Entity# 648281047) is a business entity registered with Australian Securities and Investments Commission (ASIC) . The business registration date is February 26, 2021 .

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VOYAGE MAIF3 CONSORTIUM PTY LIMITED

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Vocus (ASX:VOC) shareholders give nod to takeover by Voyage

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Vocus finalises $3.5 billion sale to MIRA-Aware Super consortium

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Vocus has revealed it has officially been acquired by Macquarie Infrastructure and Real Assets (MIRA) and Aware Super as the transaction finalises today.

The two companies, who formed a consortium called Voyage Australia Pty Limited for this acquisition, acquired Vocus for $5.50 per share or $3.5 billion six months after it was first announced in February.

Vocus will also delist from the Australian Securities Exchange on Friday 23 July as part of the acquisition. The company’s shares have been suspended on the exchange since 25 June 2021.

Effective today, Vocus’ entire board of directors has tendered their respective resignations, including chief executive Kevin Russell and NZ and wholesale boss Mark Callander. Their departures won’t affect their current roles at the company.

The other directors that resigned are David Wiadrowski, John Ho, Julie Fahey, Matthew Hanning and Bruce Akhurst.

So far only two replacements have been named, including Ani Satchcroft and Maria Donnelly, with more appointments to come.

MIRA first approached Vocus earlier this year after the telco had turned down a number of takeover proposals over the past few years. Superannuation fund Aware Super joined in a few weeks later, and a consortium was formed in March.

Vocus shareholders voted overwhelmingly in favour of the proposal, and the NSW Supreme Court approved the acquisition the following day.

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VOYAGE MAIF3 CONSORTIUM PTY LIMITED

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VOYAGE MAIF3 CONSORTIUM PTY LIMITED

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Voyage Maif3 Consortium Pty Limited

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Current details for ABN 53 929 327 654 Version: 9.9.7

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Mira raising third asia fund with $3bn target.

The vehicle follows the $3.3bn Macquarie Asia Infrastructure Fund II, which was the largest Asia-focused infrastructure fund ever raised at the time of its close in 2018.

Macquarie Infrastructure and Real Assets has launched fundraising for its third Asia-focused infrastructure fund, Infrastructure Investor understands.

The Sydney-headquartered fund manager is targeting around $3 billion for the fund and has already secured commitments from several investors.

A first close is likely to come in Q1 2021, according to a source familiar with the matter.

MIRA declined to comment for this story.

No further details are known about the fund, but it is likely to follow a similar strategy to MIRA’s two previous Asia-focused vehicles, a source said.

Macquarie Asia Infrastructure Fund II closed in April 2018 on its hard-cap of $3.3 billion, making it the largest Asia-focused infrastructure vehicle to be raised at the time. That fundraise saw more than 20 LPs commit to the 10-year closed-end fund, which had a four-year investment period from its final close date.

More than $1.7 billion of MAIF II was invested in toll roads, renewables and petrochemical storage assets in India, the Philippines, Singapore and China. The vehicle earlier this year led a consortium that acquired an 88 percent stake in Australian data centre firm AirTrunk as it seeks to expand into the wider Asia-Pacific region.

MAIF I closed on $2.3 billion in early 2016 and has been fully deployed across seven countries in Asia-Pacific.

MIRA had A$137.5 billion ($94.44 billion; €84.04 billion) of equity capital under management as of 31 December 2019, according to a market update from the firm earlier this year, with A$21.1 billion of dry powder to deploy.

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Entity & Insights

Research Update: Voyage Australia Pty Ltd. 'BB-'Ratings Affirmed On New Zealand Divestment And Debt Reduction; Outlook Stable

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• RATING_ACTION
• 8 Jun, 2022 | 00:48
• Sector Corporates Technology, Media & Telecom

Rating Action Overview

Rating action rationale, company description, our base-case scenario, environmental, social, and governance, issue ratings - recovery analysis, ratings score snapshot, related criteria, ratings list.

• Voyage Australia Pty Ltd. (Voyage) has sold its New Zealand operations, Orcon Holdings Ltd., to Voyage Digital (NZ) Ltd. (B+/Stable/--). Voyage's creditworthiness remains unaffected by the sale, given the A$340 million debt reduction from sale proceeds which largely offsets the loss of earnings from the New Zealand business. Moreover, the strength and stable cash flows of Voyage's Vocus Network Services (VNS) business continues to underpin our business risk assessment.
• We view Voyage as moderately strategic within the Voyage Australia Holdings group, reflecting our opinion that support from shareholders MAM (Macquarie Asset Management) and Aware Super (Aware) will occur in limited circumstances.
• On June 8, 2022, S&P Global Ratings affirmed its 'BB-' ratings on Voyage Australia Pty Ltd. and its related debt issues. We also affirmed the 'BB-' debt issue and '3' Recovery Rating (rounded recovery estimate: 50%) on Voyage Australia's term loan debt.
• The stable outlook reflects our expectation that Voyage will continue to grow its earnings in its core VNS business and strengthen its market position in the Australian network services industry while keeping leverage below 5.0x.

Our ratings on Voyage reflect the strengths of the VNS business coupled with our expectation the company will deleverage over the next two years.  We consider creditworthiness is constrained by company's smaller size and scale compared to industry peers, competitive markets, low margin retail division, and current leveraged capital structure. Post debt payment, the company's term loan debt stands at about A$1.5 billion.

The VNS division is well-positioned to continue to grow its market share across its data networks and NBN services. Its well-developed and extensive network services infrastructure support this.   The VNS division benefits from stable revenue and solid margins from recurring contracted revenues to enterprise and government customers. These contracts are typically two to five years and exhibit relatively low churn. Additionally, concentration risk is relatively low; no counterparty contributes more than about 5% of revenues. Nonetheless, risks remain from network competition, which exposes the group to contract losses or contract renewals at lower pricing.

We expect that after the divestment of its New Zealand operations and subsequent debt reduction Voyage will continue to deleverage from its VNS division cash flow.   Voyage used cash proceeds of about A$340 million from the sale of its New Zealand operations to prepay a portion of its outstanding debt. Absent the New Zealand business, we forecast S&P Global Ratings adjusted debt-to-EBITDA to be just under 5.0x on a look-through basis for fiscal 2022; we anticipate incremental deleveraging will occur over the next two years from a combination of modest EBITDA growth and the modest mandatory amortization of the term loan B (TLB) debt. As such we forecast, debt-to-EBITDA in the mid to high 4.0x for fiscal 2023. The pace of deleveraging depends, however, on the stabilization of Voyage's retail business--which we note is under strategic review.

Voyage's Australian retail and small and midsize enterprise (SME) segment has a weak earnings profile arising from intense market competition, as well as declines in its legacy and fixed voice revenues.   Voyage's retail and SME business earnings profiles have deteriorated against the backdrop of increased competition and broader secular declines that continue to pressure its low margins. We do not anticipate any meaningful improvement in earnings or market share for Voyage's retail and SME businesses. Management's announced retail separation project and strategic review are viewed as a pre-cursor to a potential divestment that would see Voyage evolve into a pure-play network business. We would not expect a divestment of the retail business to materially affect our view of the business risk.

The company's unsecured shareholder loan of about A$1.35 billion from MAM and Aware Super is excluded from our adjusted debt calculations.   The shareholder loan cannot be repaid, including any amortization, while senior debt is outstanding. Furthermore, interest payments are capitalizing and there are no acceleration rights or covenants. We also view the shareholders as strategic owners with a long-term investment horizon and having the resources and the willingness to support the business if required.

Voyage operates in the same group under the same shareholders MAM and Aware; however, we view that support from the group will only apply in limited circumstances.  We expect Voyage to operate independently from its newly created sister company, Voyage Digital (NZ) Ltd., with two distinct boards and management teams. Although both companies operate in the telco industry, we anticipate little business interaction between them. This is because of their different geographies. Nonetheless, because the entities share parents that have a long-term investment horizon, we expect some level of support, if needed.

The stable outlook reflects our expectation that Voyage will increase its market position in the enterprise network services industry while limiting pressure on its balance sheet. We expect Voyage's S&P Global Ratings adjusted debt-to-EBITDA ratio to deleverage and be below 5.0x.

Downside scenario

We could lower the rating if we expect Voyage to sustain an S&P adjusted debt-to-EBITDA ratio above 5.0x. This may occur as a result of debt-funded growth or weaker than expected earnings, which could arise from failure to renew material network contracts.

Upside scenario

We consider an upward rating action to be unlikely in the near term. However, we may raise the rating if the group can sustain its S&P adjusted debt-to-EBITDA ratio at less than 4.0x, supported by a robust financial policy framework, and we revise up the group credit profile on the broader group.

Voyage Australia is a specialist fiber owner and operator that provides telecommunication network, broadband, mobile, and connectivity products and services across Australia. Voyage's key business, VNS, provides telecommunication network products and services to enterprise, wholesale and government customers across Australia. Voyage's retail division is primarily a reseller of broadband, mobile, voice and energy products.

Assumptions

• Single-digit revenue growth in fiscal years 2022 and 2023, driven by VNS revenue growth from incremental market share gains across enterprise and government, and wholesale and international, as well as increased demand for network connectivity, partially offset by declining revenues in the retail division.
• Group EBITDA margins forecast to be in the low-to-mid 20% range over the forecast period--with margins slated to steadily improve as Voyage focuses growth on its solid margin VNS business.
• Capital expenditure (capex) between 10% to 13% of revenues.
• Subscriber acquisition costs: to enhance comparability among telecom operators, we adjust reported financial statements when a telco capitalizes subscriber acquisition costs.
• We treat all cash as accessible and available for debt repayment.
• No dividend distribution to shareholders.
• No material debt-financed acquisitions.

Based on these assumptions, we forecast the following credit measures (fiscal 2022 figures are expressed on an annualized basis and are on a look-through basis, hence do not consider any earnings from the New Zealand business):

• Debt-to-EBITDA ratio of about 5.0x in fiscal 2022, then improving across the next two fiscals between 4.0x-5.0x.
• Funds from operations (FFO)-to-debt between 13%-15% in fiscal 2022 and 15%-18% in fiscals 2023 and 2024.
• EBITDA cash interest coverage of about 4.0x in fiscal 2022 and between 4.0x-5.0x in fiscals 2023 and 2024.

We assess Voyage's liquidity as adequate, reflecting our expectation that the company's liquidity sources will cover its uses by at least 1.2x over the 12 months ending June 30, 2023. We expect net sources and uses of liquidity to remain positive even if EBITDA were to decline 15%. Voyage holds bank facilities and maintains solid relationships with major domestic and international banks.

We expect Voyage to have the following sources and uses of liquidity for the 12 months ended June 30, 2023.

Principal liquidity sources:

• S&P Global Rating's assumed cash balance of about A$100 million;
• Availability under the group's A$180 million revolving credit facility of about A$115 million; and
• Our forecast adjusted cash FFO of between A$210 million and A$250 million.

Principal liquidity uses:

• Annual debt amortization of about A$20 million a year;
• Modest working capital outflows;
• Capex of between 10% and 13% of revenues; and
• No distributions to shareholders.

The revolving credit facility has a springing maximum first-lien leverage ratio covenant of 7.55x that comes into effect when the facility is 40% drawn. We expect Voyage to maintain adequate covenant headroom. The term loans have no maintenance covenants.

ESG credit indicators: E-2, S-2, G-2

ESG factors have had no material influence on our credit rating analysis of Voyage.

Key analytical factors

The 'BB-' issue ratings on Voyage's dual currency US$725 million and A$585 million (following A$340 million prepayment) first-lien TLB facilities and US$25 million and A$118 million first-lien (TLB) delayed-draw facilities are in line with the issuer credit rating on the company. The '3' recovery rating reflects our expectation of meaningful recovery prospects should a payment default event occur. The rounded recovery estimate is 50% (down from 55% following the sale of the Voyage NZ business).

At the time of hypothetical default, we expect adverse competitive industry conditions to cause steep declines in demand for Voyage's services with multiple contract losses. As a result, Voyage's revenue significantly declines, impairing its ability to meet its cash interest payments. In this hypothetical scenario, we believe Voyage's ability to meet its financial obligations would be impaired. We assume that the hypothetical default scenario would occur in 2026.

We value the company as a going concern because we believe that following a payment default, the company is likely to be reorganized due to the longer-term value in its established brands, extensive network scale, and recurring revenue business model with multiyear contracts. We have applied a 6.0x valuation multiple to an estimated distressed emergence EBITDA of about A$172 million to estimate a gross enterprise value of about A$1,031 million. The net enterprise value after administrative costs is about A$980 million.

Simulated default assumptions

• Simulated year of default: 2026
• Jurisdiction: Australia
• EBITDA at emergence: A$172 million
• EBITDA multiple: 6.0x
• Gross enterprise value: A$1,031 million

Simplified waterfall

• Net enterprise value at emergence (after 5% administrative costs): about A$980 million
• Estimated secured first-lien claims (revolving facility [85% drawn] including prepetition interest): approximately A$1,800 million
• Recovery expectations: 50%-70% (rounded estimate: 50%)
• Recovery rating: '3'
• *All debt amounts include six months of prepetition interest.

Issuer Credit Rating: BB-/Stable/--

Business risk: Fair

• Country risk: Very Low Risk
• Industry risk: Intermediate Risk
• Competitive position: Fair

Financial risk: Aggressive

• Cash flow/leverage: Aggressive

Anchor: bb-

• Diversification/Portfolio effect: Neutral
• Capital structure: Neutral
• Financial policy: Neutral
• Liquidity: Adequate
• Management and governance: Satisfactory
• Comparable rating analysis: Neutral

Stand-alone credit profile: bb-

Group credit profile: bb-

Entity status within group: Moderately strategic (no impact)

• General Criteria: Environmental, Social, And Governance Principles In Credit Ratings , Oct. 10, 2021
• General Criteria: Group Rating Methodology , July 1, 2019
• Criteria | Corporates | General: Corporate Methodology: Ratios And Adjustments , April 1, 2019
• Criteria | Corporates | General: Recovery Rating Criteria For Speculative-Grade Corporate Issuers , Dec. 7, 2016
• Criteria | Corporates | General: Methodology And Assumptions: Liquidity Descriptors For Global Corporate Issuers , Dec. 16, 2014
• Criteria | Corporates | General: The Treatment Of Non-Common Equity Financing In Nonfinancial Corporate Entities , April 29, 2014
• Criteria | Corporates | General: Corporate Methodology , Nov. 19, 2013
• General Criteria: Country Risk Assessment Methodology And Assumptions , Nov. 19, 2013
• General Criteria: Methodology: Industry Risk , Nov. 19, 2013
• General Criteria: Methodology: Management And Governance Credit Factors For Corporate Entities , Nov. 13, 2012
• General Criteria: Principles Of Credit Ratings , Feb. 16, 2011

S&P Global Ratings Australia Pty Ltd holds Australian financial services license number 337565 under the Corporations Act 2001. S&P Global Ratings' credit ratings and related research are not intended for and must not be distributed to any person in Australia other than a wholesale client (as defined in Chapter 7 of the Corporations Act).

Certain terms used in this report, particularly certain adjectives used to express our view on rating relevant factors, have specific meanings ascribed to them in our criteria, and should therefore be read in conjunction with such criteria. Please see Ratings Criteria at www.standardandpoors.com for further information. Complete ratings information is available to subscribers of RatingsDirect at www.capitaliq.com. All ratings affected by this rating action can be found on S&P Global Ratings' public website at www.standardandpoors.com. Use the Ratings search box located in the left column.

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