TEXT-S&P cuts Consolidated Minerals to 'B-'; outlook negative

Rationale

The downgrade reflects our view that protracted softness in the manganese

market will continue to pressure ConsMin's EBITDA in the fourth quarter of

2012 and in 2013. We therefore expect that the group's leverage will be high,

with a Standard & Poor's ratio of adjusted debt to EBITDA at more than 10x at

year-end 2012, compared with 3.5x at the end of 2011. We also factor in the

prevailing uncertainty on the supply-demand balance and price for manganese in

2013, which we think may prevent ConsMin from improving EBITDA and lead to

continued negative free operating cash flow (FOCF). The downgrade also takes

into account our view, under our criteria, of the group's "less than adequate"

liquidity, which we think could weaken further if FOCF turns substantially

negative.

Lower Chinese imports of manganese pulled down ConsMin's sales volumes by 18%

in the first nine months of 2012, with a particularly severe contraction in

the Electrolytic Manganese Metal (EMM) end market. We expect very weak

fourth-quarter results, given the lower benchmark manganese price of $5.2/dmtu

(dry metric ton unit) during the period (versus $5.35/dmtu in the third

quarter), and the group's decision to temporarily halt production in Ghana in

November and December in order to focus on waste stripping amid feeble demand

from the EMM market.

We think that the group will post weak EBITDA of about $32 million for

full-year 2012 (excluding a noncash inventory write-back of about $34

million), assuming that fourth-quarter EBITDA is close to breakeven. Its cash

balances at the end of 2012 will likely decrease to about $80 million from

$133 million reported on Sept. 30, 2012.

In our base-case scenario for 2013 we factor in EBITDA of about $90 million

and debt to EBITDA below 5x for ConsMin. This is based on the following

assumptions:

-- A benchmark manganese price of $5.2/dmtu as we don't expect markedly

stronger demand for manganese ore in 2013 given the weak steel industry

conditions globally.

-- Further reductions of cash costs, which in our view will likely be the

main boost to ConsMin's EBITDA. This year, the group successfully completed

the transition from contractor mining to owner-operated mining in Australia,

thereby lowering its cash costs to $2.93/dmtu in the third quarter of 2012

from $3.63/dmtu in the same period in 2011. ConsMin should be able to achieve

additional cash cost cuts by switching to lower strip ratio pits in Australia

for the next 2-3 years.

We also take into account what we view as considerable downside risks to our

forecast, such as:

-- The lower manganese price, and

-- The group's inability to execute the cash reduction program, although

we note its good track record in 2012, and

-- Potential Australian dollar appreciation.

If 2013 EBITDA is markedly below our base case of $90 million, this would

likely lead to substantially negative FOCF and consequently weaker liquidity.

Liquidity

We assess ConsMin's liquidity as "less than adequate" under our criteria. We

think that ConsMin has limited relationships with commercial banks, as

demonstrated by the absence of sizable and long term committed liquidity

facilities. We also think that the group has limited ability to absorb a

high-impact, low probability event without need for refinancing. We also think

that material negative FOCF could tighten liquidity.

We estimate ConsMin's ratio of liquidity sources to uses at more than 1x for

the 12 months starting Oct. 1, 2012.

Key liquidity sources over this period include:

Surplus cash of about $87 million, after deduction of $30 million that we view

as tied to operations and $16 million of pledged cash.

Funds from operations of about $40 million.

$11 million under equipment-financing facility in Australia.

We project the following uses over the same period:

Capital spending of $60 million. We note that the group has the flexibility to

cut its capex if market conditions deteriorate.

No dividends and no substantial debt maturities in the next two years.

ConsMin has $22 million available under the overdraft facility in Ghana that

matures on Dec. 31, 2013. We exclude it from the liquidity sources because of

its relatively short-term maturity and the need for the group to renew it each

year.

Additional liquidity sources could stem from ConsMin's ability to divest its

minority stakes in two Australian listed mining companies, OM Holdings Ltd.

(not rated) and BC Iron Ltd. (not rated). The market value of these stakes was

$86.2 million on Sept. 30, 2012.

On the positive side, ConsMin no longer has any maintenance financial

covenants since it repaid its Australian working capital facility. The bond

documentation contains incurrence covenants: a fixed charge coverage ratio of

at least 2.5x and senior secured leverage below 2.5x. We expect these levels

were exceeded as of end-September 2012.

Still, we think that the permitted debt basket leaves substantial leeway for

additional funding.

Recovery analysis

The issue rating on ConsMin's $405 million senior secured notes due 2016

(which includes the $34 million spent on buying back outstanding notes held as

Treasury stock as of Sept. 30, 2012) is 'B-', in line with the corporate

credit rating on the company. The recovery rating on the notes is '4',

indicating our expectation of average (30%-50%) recovery in the event of a

payment default.

The recovery rating on the notes reflects ConsMin's tangible asset value and

the guarantees and security provided for the notes. At the same time, recovery

prospects are constrained by material, senior claims with a legal or

structural advantage, which are attached to some of the company's valuable

Australian assets. Weaker enforceability prospects in the more uncertain

Ghanaian jurisdiction further constrain recovery prospects.

The notes are guaranteed by subsidiaries representing 86% of consolidated

total assets at end-December 2011 and benefit from the following:

A first-ranking lien over all of the shares in the issuer and the guarantors

that are located outside of Australia.

A first-ranking lien equitable mortgage over all of the shares in the

Australia-based guarantors, and a first-ranking lien over substantially all of

their property and assets (excluding the priority security).

A second-ranking charge over inventory and stockpiles of ore held by the

Australian guarantors, as well as over accounts receivable from the sales of

such ore (the "priority security"). However, at enforcement, the notes will

rank second in right of payment behind the credit facilities in respect of the

proceeds of the Australian security package.

We believe that the most likely center of main interest will be Jersey (U.K.)

or Australia, where the most valuable security is located and where we believe

there are creditor-friendly insolvency regimes. However, we note that the

company generates a substantial part of its earnings in Ghana (B/Stable/B), a

country with a degree of sovereign risk and whose insolvency regime and

jurisdiction we have not analyzed.

Our simulated default scenario contemplates a default in 2014, mainly owing to

volatility in the manganese mining industry, combined with ConsMin's potential

inability to service its debt.

We value the company as a going concern. This is because we believe it would

most likely be reorganized in the event of a hypothetical default, given its

good position in the manganese market. We calculate ConsMin's EBITDA at about

$60 million at the time of simulated default. Assuming a 4.5x multiple of

EBITDA at default--to account for the volatility of valuations in the sector

and the location of assets--we obtain a gross enterprise value of about $270

million.

After deducting priority liabilities, drawings under the $20 million

equipment-financing facility, and permitted debt under the covenants, we

calculate that about $165 million would be available for noteholders. Of

these, we estimate that about 70% would come from Australia, the most reliable

jurisdiction in insolvency situations (in spite of the current

underperformance) and the provider of tangible asset security to the notes,

although there could be upside coming from the asset security provided in

Ghana, as the company has generated and will likely generate a significant

portion of its EBITDA there. In addition, our valuation includes six months of

prepetition interest. We therefore anticipate average (30%-50%) recovery

prospects for the $405 million notes, which equates to a recovery rating of

'4'.

Outlook

The negative outlook reflects the risk of a downgrade in the next 12 months if

we saw a substantial reduction in ConsMin's cash balance and ensuing

deterioration in its liquidity. This could stem from sizable negative FOCF in

2013, which could in turn be triggered by EBITDA below the $90 million we

anticipate in our base case, owing to further manganese price declines, or

delays in the group's cost reduction plan, and the absence of timely capex

adjustments.

We could revise the outlook to stable if ConsMin successfully executed its

program to cut cash costs, and returned to sustainable neutral-to-positive

FOCF based on manganese prices steadily above $5/dmtu.

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: Methodology And Assumptions On Risks In The Mining

Industry, June 23, 2009

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

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

Ratings List

Downgraded; Ratings Affirmed

To From

Consolidated Minerals Ltd. (Jersey)

Corporate Credit Rating B-/Negative/-- B/Negative/--

Senior Secured B- B

Recovery Rating 4 4

Source: http://news.yahoo.com/text-p-cuts-consolidated-minerals-b-outlook-negative-114820951--finance.html

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