Société en commandite Gaz Métro Cause tarifaire 2007, R-3596-2006 RESEARCH Research Update: Gaz Metro Inc. 'A-' Ratings Affirmed, Subsidiary Gaz Metro LP Rated 'APublication date: Primary Credit Analyst: Secondary Credit Analyst: Credit Rating: 18-Apr-2006 Bhavini Patel, CFA, Toronto (1) 416-507-2558; bhavini_patel@standardandpoors.com Nicole Martin, Toronto (1) 416-507-2560; nicole_martin@standardandpoors.com A-/Stable/-- Rationale On April 18, 2006, Standard & Poor's Ratings Services affirmed its 'A-' long-term corporate credit rating on Gaz Metro inc. (GMi). At the same time, Standard & Poor's affirmed its 'A' senior secured debt, and 'A-2' global scale and 'A-1(Low)' Canadian scale CP ratings on GMi; and assigned an 'A-' long-term corporate credit rating to Gaz Metro's majority-owned subsidiary Gaz Metro Limited Partnership (GMLP). At the same time, Standard & Poor's assigned a recovery rating of '1' to GMi's C$827 million first mortgage bonds, indicating a high expectation of recovery of principal in the event of a payment default. The outlook on GMi and GMLP is stable. The ratings on GMi reflect supportive regulation, the stable nature of its gas distribution business, its strong cash flows and consistent financial performance. The key challenges facing GMi are low market penetration of natural gas in the Province of Quebec relative to electricity, a heavy reliance on industrial customers, and susceptibility to modest cash flow variability from economic slowdowns. GMi is the general partner of and holds a 72.8% interest in its sole asset, GMLP, a Montreal, Que.-based partnership. The partnership has achieved a modest level of diversity and cash flow stability through its regulated gas distribution, transportation and storage assets that represent 95% of GMi's assets (C$2.7 billion) and cash flows. The Quebec distribution company represents the bulk of the earnings from the regulated businesses. Nonregulated businesses, which represent about 5% of consolidated EBITDA and assets, include urban heating and cooling services, a minority interest in a local fiber-optic network, and two small water infrastructure management companies. Total debt outstanding at Dec. 31, 2005 was C$2.182 billion. Enhancing GMLP's strong business position is supportive regulation. GMi's Quebec distribution assets are allowed to earn a return on capital for the delivery of natural gas and have no commodity exposure, as gas commodity costs are completely passed on to customers in a timely manner. In addition, most operating costs are also passed on to customers and the company benefits from a performance-based regulatory arrangement. Unique to the regulatory environment in Quebec (for gas distribution assets) relative to other Canadian regulatory regimes, GMLP is allowed to generate, and has earned, incentive earnings above the regulated base ROE. For the 2006 fiscal year, the allowed ROE is 9.33% composed of a base return of 8.95% and an incentive of 0.38% as a share of productivity gains. In addition, returns earned above 9.33% are shared 25% and 75%, respectively, for GMLP and customers. Incentive returns have been able to offset decreases in base rate of returns that are linked to lower government bond yields. GMLP can also recoup exogenous costs through regulated deferral accounts associated with increased gas prices; increased interest, storage, and transportation costs; and weather-induced declines in gas demand and cash flows. GMi's operations are largely focused on low-risk natural gas distribution and transmission, with little commodity risk exposure. The company's core operations are relatively stable and predictable, given the Original : 2006.05.31 limited operating risk associated with these assets. Nevertheless, GMLP's recent expansion of its mission statement to place additional focus on SCGM - 8, Document 11 (3 pages en liasse) other energy-related sectors, although presently marginal, could have greater business risk than that associated with its current operations and might influence GMi's consolidated risk profile over time. Accompanying any new large-scale expansion projects are potential regulatory, construction, commodity, and financing risks. Of particular interest for GMi's future business risk profile are any risks surrounding projects such as the proposed Rabaska liquefied natural gas terminal and GMi's proposed partnership to develop wind generation assets in Quebec. GMLP's average financial risk profile largely reflects the highly leveraged balance sheet (of the Quebec gas distribution assets) of about 60% compared with global peers and low rates of return. Rates are set using regulated assumptions and a deemed capital structure. As a result of a marginally more favorable ROE that GMLP is allowed to earn relative to other Canadian-based distribution companies, cash flow protection measures have been, and will continue to be relatively stronger than those of its peers. In the next two years, key credit metrics are expected to remain stable; GMLP is expected to have projected adjusted funds from operations (FFO) interest coverage of more than 4.0x and FFO to average total debt of about 22%. Although strong cash flow generation is expected to be more than sufficient to meet all capital expenditures within the forecast period, GMLP's distribution policy of distributing between 95% and 100% of its earnings to unitholders constrains the company's financial flexibility. Although the utility's competitive position within Quebec for natural gas distribution is strong (distributing 97% of natural gas consumed), market penetration of natural gas in Quebec is low, about one-half the national average, as a result of highly competitive electricity rates. Hydro-Quebec historically had provided customers with electricity at below market prices. As a result, GMLP has a low residential penetration rate in the energy market. Recent electricity distribution rate increases and the expectation of additional electricity rate increases by the Regie de l'Energie will marginally improve gas' competitiveness in the long term. Gaz Metro's relatively higher exposure to industrial customers with fuel-switching capability exposes GMLP to the pricing differentials between natural gas and fuel oil prices. Furthermore, the large exposure to industrial customers exposes GMLP to economic slowdowns. The provincial economy is somewhat cyclical, given the large manufacturing sector, but the cyclical nature has been diminishing over time as the service sector's share of output has grown. The main risks to Quebec's economy remain the economic health of the U.S. and of the other Canadian provinces, given the importance of the trade sector to Quebec. Liquidity Standard & Poor's assesses GMi's liquidity to be adequate. Internally generated cash flow and availability under the company's credit facilities provide sufficient funds to support variable working capital requirements and 2006 debt maturities. Cash flows are sufficient to meet the company's near-term capital spending of about C$150 million. Supporting its internal cash position, GMi also maintains access to external financing through its various credit facilities. The company had about C$44.7 million available on its C$400 million CP program as of Dec. 31, 2005, and the CP program is backed by a C$400 million term loan that matures in December 2010. GMLP and its subsidiaries also have about C$100 million in revolving short-term lines of credit, of which C$100 million was available at Dec. 31, 2005. The utility's debt maturity schedule is not onerous with C$28 million due in 2006 (on a fiscal year basis). The company is currently in compliance with all of the financial tests and covenants contained in its credit facilities. The CP program is adequate, when factoring for normal seasonal fluctuations that are consistent with building gas inventories in the summer and fall to meet winter demand requirements. Recovery analysis The rating on GMi's first mortgage bonds is 'A' with a recovery rating of '1', indicating a high expectation of full recovery of principal (100%) in the event of a payment default. The secured debt at GMi is rated one notch above the corporate credit rating due to the amount of collateral securing the debt. GMi's first mortgage bonds are secured under a trust deed that contains a hypothec on the universality of movable property, present and future, of GMi situated in the province of Quebec. The creditors are also covered by a first immovable hypothec on GMLP's present and future pipelines and gas distribution system. The first mortgage bonds comprise nine individual debt issues with maturities ranging from 2006 to 2034. Standard & Poor's believes that if GMi were to default, it would continue to operate as part of a reorganized entity because of the essential service nature of its business. The single most important factor in determining a utility's asset value upon emergence from bankruptcy is the revenue stream that regulators allow it to collect. In GMi's case, there is a high correlation between the value of the regulated rate base and the asset's book value. Therefore, absent extenuating circumstances, Standard & Poor's will assume that the asset's book value represents a fair value for the assets. The recovery estimate compares the level of collateral to the potential amount of secured debt. Outlook The stable outlook reflects the expectation of a steady regulatory regime and consistent earnings. GMi's financial risk profile is expected to remain relatively unchanged in the near term, as the company's cash flow protection measures will be determined largely by its deemed capital structure and regulated returns. A negative rating action is possible if GMi's business profile weakens through a material expansion of nonregulated businesses without a corresponding strengthening of its financial profile. Conversely, an outlook revision to positive is unlikely and would require significant financial improvement over a sustained period with no increase in business risk. Ratings List Rating Assigned Gaz Metro Limited Partnership Corporate credit rating Ratings Affirmed Gaz Metro Inc. Corporate credit rating Senior secured debt Commercial paper Canadian scale Global scale A-/Stable/-- A-/Stable/-A (Recovery rating: 1) A-1(Low) A-2 Complete ratings information is available to subscribers of RatingsDirect, Standard & Poor's Web-based credit analysis system, at www.ratingsdirect.com. All ratings affected by this rating action can be found on Standard & Poor's public Web site at www.standardandpoors.com; under Credit Ratings in the left navigation bar, select Find a Rating, then Credit Ratings Search. 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