TEXT-S&P puts Barry Callebaut 'BBB-' ratings on watch negative

(The following statement was released by the rating agency)

Dec 14 -

Overview

-- Switzerland-based Barry Callebaut AG announced on Dec. 12, 2012, that

it had signed an agreement to acquire the cocoa ingredients division of

Singapore-based Petra Foods Ltd. for US$950 million.

-- We are placing our 'BBB-' long-term and senior unsecured debt ratings

on Barry Callebaut on CreditWatch negative.

-- The CreditWatch placement reflects our view that, even with the

planned equity injection, the acquisition will weaken the Barry Callebaut's

credit metrics.

Rating Action

On Dec. 14, 2012, Standard & Poor's Ratings Services placed its 'BBB-'

long-term corporate credit rating on Switzerland-based cocoa producer Barry

Callebaut AG on CreditWatch with negative implications. We also placed our

'BBB-' issue rating on Barry Callebaut's senior unsecured debt on CreditWatch

negative.

Rationale

The CreditWatch placement follows Barry Callebaut's announcement on Dec. 12,

2012, that is had reached an agreement to acquire the cocoa ingredients

division of Singapore-based Petra Foods Ltd. for US$950 million.

We understand Barry Callebaut already has a bridge loan covering the

transaction, to be replaced through equity and debt issues within 12 months.

As the amount of the future equity injection is not yet defined, we cannot yet

fully assess the transaction's impact on Barry Callebaut's credit metrics. We

therefore can't rule out the possibility of a downgrade of up to two notches

if the equity infusion is feeble, although this isn't our current base-case

scenario.

The CreditWatch factors in our view that the $950 million deal, if it closes,

will likely weaken Barry Callebaut's credit metrics to lower than levels we

view as commensurate with a 'BBB-' rating, specifically Standard & Poor's

adjusted debt to EBITDA below 3.0x and adjusted funds from operations (FFO) to

debt of about 30%.

From a business perspective, we believe the acquisition would bring Barry

Callebaut strong growth prospects, with sizable additional volumes in emerging

markets, especially in Asia and Latin America. The deal would also diversify

Barry Callebaut's cocoa sourcing. However, the consolidation of Petra Foods

would at the onset dilute Barry Callebaut's margins, owing to Petra Foods'

lower profitability and deal's integration costs.

CreditWatch

We aim to resolve the CreditWatch placement once the transaction outcome,

terms, and financing structure become available, and when we have assessed the

transaction's impact on Barry Callebaut's credit metrics. We continue to view

adjusted FFO to net debt of about 30% and net debt to EBITDA of below 3.0x as

commensurate with the current 'BBB-' rating.

A downgrade of at least one notch is highly likely if the transaction

materializes. We could consider a downgrade of up to two notches, depending on

the magnitude of the equity financing and on the company's ability to improve

credit metrics in the 18 months following the transaction.

Given the acquisition's size, and considering that Barry Callebaut's adjusted

FFO-to-debt ratio had decreased to 25.5% as of Aug. 31, 2012, an affirmation

of the 'BBB-' ratings looks remote to us at this stage, even with the

potential injection of some equity.

Related Criteria And Research

-- Criteria Methodology: Business Risk/Financial Risk Matrix Expanded,

Sept. 18, 2012

-- Methodology And Assumptions: Liquidity Descriptors For Global

Corporate Issuers, Sept. 28, 2011

-- Key Credit Factors: Criteria For Rating The Global Branded Nondurable

Consumer Products Industry, April 28, 2011

-- 2008 Corporate Criteria: Analytical Methodology, April 15, 2008

-- 2008 Corporate Criteria: Ratios And Adjustments, April 15, 2008

Ratings List

Ratings Affirmed; CreditWatch/Outlook Action

To From

Barry Callebaut AG

Barry Callebaut Services N.V.

Corporate Credit Rating BBB-/Watch Neg/-- BBB-/Stable/--

Barry Callebaut Services N.V.

Senior Unsecured* BBB-/Watch Neg BBB-

*Guaranteed by Barry Callebaut AG

Source: http://news.yahoo.com/text-p-puts-barry-callebaut-bbb-ratings-watch-133058620--sector.html

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