Fitch Affirms NOS at 'BBB'; Outlook Stable

Fitch Ratings - Frankfurt am Main - 06 September 2019:

Fitch Ratings has affirmed NOS, S.G.P.S., S.A.'s Long-Term Issuer Default Rating (IDR) at 'BBB' with a Stable Outlook.

NOS's ratings reflect its strong market position in Portugal's competitive but rational telecoms market, an operating profile that combines well established and consistently positive key performance indicators (KPI), its diversified revenue mix, solid growth and expanding margin profile. A financial policy that combines a commitment to a net debt/EBITDA metric of around 2.0x and solid investment grade profile are clear statements of how management intends to manage the balance sheet.

There is a lack of visibility over the timing and potential shape of 5G spectrum auctions. Fitch considers a mobile market structure with three network operators and limited presence of mobile virtual network operators (MVNOs), to be a balanced and rational market. A downside risk would be if the regulator awarded a fourth mobile license as part of the auction process. Market appetite for convergence is strong, in turn leading to high levels of fibre investment by each of the main players.

Key Rating Drivers

Strong Business Profile: NOS combines a stable and sound financial profile with one of the most developed business profiles of Europe's cable operators and altnets. Portugal's telecoms market is advanced and the market is competitive and relatively evenly balanced. Convergence is important, as is broadband speed; with NOS leading the market in residential fixed broadband and pay-TV and a strong number two in terms of bundled services (per regulator Anacom's 2018 market report). Although third (in a market of three) in mobile, its market share of close to 25% at YE18 is solid. The company delivers consistent KPIs and unusually for a cable operator has a well-established business and wholesale operation, providing a more diversified business mix than peers.

Diversified Revenue Mix: Somewhat unusually among its European peers NOS has a well-established business and wholesale operation, accounting for around 30% of telco revenues (in turn 93% of group revenues). This adds a useful layer of diversification and potential for growth. The balance of revenues comes from NOS's audiovisuals and cinemas business. Although this is a lower margin and less visible business, Fitch considers its strong market position and consistent earnings limit implications for cash flow visibility and provide a further layer of diversification.

Progressive Telecoms Market: In a country with 10.3 million people and 4.1 million households the telecoms market is advanced in terms of convergence (over 43% of mobile accesses on bundled offers at end-18), high speed fixed broadband (72% of users with speeds of 100 Mbps or more), fixed broadband penetration of 76.3% of households above the EU average, and mobile penetration of around 170 % (120% active user penetration).

The market is a three player market - Altice controlled MEO, the incumbent, is the market leader in fixed telephony and mobile and overall leader in fixed broadband. NOS is the market leader in residential broadband and pay-TV. Vodafone is a strong number two in mobile with 30.5% share at end-18. All offer converged services. Fibre investment is advanced, with all three investing in fibre-to-the-home (FTTH) and the country is ranked the 8th EU28 country with the highest proportion of FTTH accesses. Fitch considers the market structure to be competitive but sufficiently well dispersed to present limited risk of predatory or destabilising market behaviour.

No 5G Spectrum Visibility: There is a lack of visibility on the timing or shape of the 5G spectrum auction. Many EU countries have already conducted auctions and in some markets high-speed 5G services have already been launched. The outcome of auctions has varied widely, with countries like France and the UK prioritising and encouraging service launches over auction proceeds, while others, such as Italy, choosing to maximise proceeds. Anacom, Portugal's regulator is reportedly conducting a public consultation but has not yet provided guidance on timing or auction structure.

Current thinking is the auction could be held in 2020. However, the lack of visibility is in Fitch's view unhelpful for the industry and investors. It is also unclear whether the regulator might seek to award a fourth network license, introducing a new competitor to the market. The recently acquired minority stakes in Portuguese MVNOs NOWO/ONI by Masmovil Ibercom SA (BB-/Stable) could represent an entry point to the Portuguese market for Spain's mobile market number four. MasMovil has a track record as a rational market challenger. A new entrant to the Portuguese market, although not viewed as that likely, would bring downside risk to the current market structure.

Infrastructure Strategy and New Build: NOS employs a variety of technologies to reach its customers. Its fixed cable network reaches 4.4 million premises, with its fibre overlay having reached around 1 million homes or 23% of its 4.4 million homes passed. The company plans to reach a total of 4.7 million premises by 2022 (including 3.4 million FTTH) and has agreed a fibre share arrangement with Vodafone covering a total of 2.6 million homes. This kind of network swap offers significant roll-out efficiencies and in Fitch's view, is a far more efficient use of capital for both partners. NOS reports on-plan levels of penetration and consistent KPIs in its new build areas.

Content Strategy: The risk of escalating sport content inflation has been stemmed through a sports content sharing agreement across each of the main pay-TV providers in Portugal. Fitch views this as a key risk, given the degree to which the pursuit of exclusive content acquisition can inflate operating costs. The threat of over-the-top (OTT) content competition from the likes of Netflix or Amazon Prime is moderated by the limited availability of Portuguese-language OTT programming while NOS is incorporating key OTT platforms into its platform.

Both features suggest an advanced understanding of the evolving threats posed by non-linear third-party content and how to manage critically important strategic costs.

Conservative Financial Policy: NOS has a visible revenue and cash flow. The new build strategy and its accompanying levels of penetration, and strong market share in all key segments, deliver consistently strong KPIs. Low single digit revenue growth and consistent focus on cost efficiency is delivering margin expansion leading to mid-single digit EBITDA growth. NOS's margin profile is lower than some predominantly fixed only cable operators but it has a more diversified and equally visible cash flow. Its growth profile positions it well among the peer group.

A commitment to a net debt/EBITDA metric of around 2x and a solid investment grade profile, and the absence of a stated dividend pay-out ratio allows flexibility over the application of free cash flow. This financial policy supports the rating.

Derivation Summary

NOS' business profile compares well versus its Portuguese competitors MEO and Vodafone Portugal; both of whom would support investment-grade type ratings if they were capitalised independently and with similar financial metrics to NOS. In terms of the broader peer group, we view the closest peers as Royal KPN (KPN; BBB/Stable), Telefonica Deutschland (TEF DE; BBB/Stable), Sunrise Communications (BB+/RWN) and Telenet Group Holding (BB-/Stable). Compared with the first three NOS has a tangibly stronger growth profile and otherwise comparable cash flow metrics. NOS has a strong market position; in particular given its leading position in convergence. While competitive, a well-balanced three player telecoms market provides a degree of stability not necessarily seen in the markets of the wider peer group, an important factor when measuring the stability of its operating environment. We see little reason to measure NOS on a materially stricter basis given its relative size.

Relative to TEF DE, NOS has a stronger convergent position in what is a more advanced and balanced market. TEF DE has a limited fixed presence and a relatively nascent TV offer in a market where Deutsche Telekom and Vodafone are strong in both. At a market level, we view the German consumer as more cautious in terms of mobile data usage and pay-TV consumption. Compared with KPN, we believe the recently formed three-player Dutch mobile market remains more competitive than Portugal. The Dutch convergent market is set to be increasingly dominated by two players but one that has thus far proven tough for both the incumbent and cable operator.

Compared with these peers NOS has a positive growth profile; something of an anomaly in many telecoms markets. It has around 42%-43% share of convergence, is the market leader in pay-TV and a strong number two in fixed broadband. Its metrics are stable and improving. We believe both its operating and financial profile compare well with KPN and TEF DE albeit it is tangibly smaller. Its ratings sensitivities (ie. upgrade / downgrade thresholds) have been set in line with TEF DE and marginally tighter than KPN.

Key Assumptions

- Positive annual revenue growth resulting in a CAGR of 1% by 2022.

- Broadly stable EBITDA with margin expansion of approximately 0.5% by 2022, benefiting from the transformation programme on cost saving

- Capex (excluding spectrum) as a percentage of revenue to decline to 17.5% by 2020

- In the absence of public guidance, dividends to increase to approximately EUR230 million in FY22, in line with consensus.

RATING SENSITIVITIES

Developments That May, Individually or Collectively, Lead to Positive Rating Action

- FFO net leverage maintained below 2.5x on a sustained basis

- Mid-teen pre-dividend FCF margin on a sustained basis

- Materially improved market position as measured by NOS's overall share of Portugal's retail market (32.8% at 2Q18) and otherwise tangibly stronger operating metrics, recognising its market position is already strong.

Developments That May, Individually or Collectively, Lead to Negative Rating Action

- FFO net leverage that was expected to remain above 3.2x (Fitch case 2019F: 2.6x) on a sustained basis - Tangibly weakened pre-dividend FCF. A margin that was expected to remain below 5% on a sustained basis in conjunction with other downgrade criteria is likely to lead to a downgrade.

- Persistently eroding market position as measured by the business's overall share of retail revenues, share of convergent services, pay-TV and fixed broadband.

Liquidity and Debt Structure

Comfortable Liquidity: As of 2Q19, NOS had a cash balance of EUR11 million and undrawn facilities of EUR230 million under its commercial paper (CP) programmes, which is committed and provides liquidity to the business. The nature of the CP market in Portugal sees banks fully underwrite the debt, which allows NOS to unilaterally renew current issues on or before programme maturities. Due to this characteristic, despite the appearance of short-term debt, we believe it is unlikely that NOS will make these repayments, as CP debt is continually rolled before maturity. NOS has also long-dated debt with average maturities of 3.1 years.

ESG Considerations

Unless otherwise disclosed in this section, the highest level of ESG credit relevance is a score of 3 - ESG issues are credit neutral or have only a minimal credit impact on the entity, either due to their nature or the way in which they are being managed by the entity.

RATING ACTIONS ENTITY/DEBT RATING PRIOR LT IDR NOS, S.G.P.S., S.A. BBB BBB Affirmed LT senior BBB BBB unsecured Affirmed

Additional information is available on www.fitchratings.com

FITCH RATINGS ANALYSTS

Primary Rating Analyst Wendi Wu Associate Director +49 69 768076 157 Fitch Deutschland GmbH Neue Mainzer Strasse 46 - 50 Frankfurt am Main D-60311

Secondary Rating Analyst Stuart Reid Senior Director +44 20 3530 1085 Committee Chairperson Damien Chew, CFA Senior Director +44 20 3530 1424

MEDIA CONTACTS

Adrian Simpson London +44 20 3530 1010 [email protected]

Applicable Criteria

Corporates Notching and Recovery Ratings Criteria (pub. 23 Mar 2018) Corporate Rating Criteria (pub. 19 Feb 2019)

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