Fitch Ratings has assigned Australia's Ramsay Health Care Limited's (BBB/Negative) inaugural AUD2 billion Australian medium-term note (AMTN) and USD2 billion euro medium-term note (EMTN) programmes each a rating of 'BBB' for senior unsecured notes described in the offering circulars dated 3 May 2023.

The programmes are rated at the same level as Ramsay's Issuer Default Rating (IDR), as notes under the programmes will be issued by Ramsay and constitute senior, unsecured and unsubordinated obligations of the issuer. The rating is assigned to the programme and not to the notes issued under the programme. There is no assurance that notes issued under the programme will be assigned a rating, or that the rating assigned to a specific issue under the programme will be the same as that assigned to the programme.

All bonds will be guaranteed by entities within the funding group, and the issuer and the guarantors together must make up 85% of the consolidated adjusted EBITDA and adjusted total assets of Ramsay's funding group. The proceeds from issuances are expected to be used for general corporate purposes, including refinancing and diversification of the company's funding sources.

Key Rating Drivers

Negative Outlook on IDR: The Outlook on Ramsay's IDR is Negative, reflecting ongoing delays in the company returning EBITDAR leverage to below 3.3x, the level above which we may take negative rating action. We expect Ramsay's performance to improve as operations normalise, such that it is on track to delever to 3.3x by June 2024. Negative rating action could result if the company's financial year ending June 2023 (FY23) performance is not in line with Fitch's expectations and on track to delever.

Cost Pressures Weigh on Deleveraging: Labour shortages and the greater use of more expensive contract labour across Ramsay's Australian and UK businesses are delaying Ramsay's margin recovery as pandemic-related disruptions ease and activity levels normalise. The Ramsay funding group's 1HFY23 revenue rose by 15% yoy, returning to pre-pandemic levels, but the reported segment EBITDA margin improved to only 13.4%, from 12.8% in 1HFY22 and a pre-pandemic margin of around 17%, as costs remain elevated.

We expect high labour costs to continue to pressure margins over the medium term, as Ramsay attempts to fill vacant positions and train its workforce. Renegotiated contracts with private health insurers should offset some of the higher costs and, combined with the full-year benefit of normalised operations, somewhat improve margins from FY24. We continue to expect leverage to improve to around 3.3x by FY24, but unresolved labour challenges raise risks around this improvement.

Organic Deleveraging Prioritised: Ramsay is planning to return leverage to a level commensurate with its rating organically. It has attempted to accelerate deleveraging, for instance, through the exploration of a sale and leaseback, but this failed to meet its target benefits. Further, the offer for its Asian joint venture, whose proceeds would have been used to help deleveraging, was also ultimately unsuccessful. Ramsay remains committed to maintaining a capital structure commensurate with its investment-grade rating and still has some options to speed up deleveraging, including capex adjustments.

Pandemic Challenges Subsiding; Favourable Demographics: Ramp-up challenges continue to abate and activity levels are returning to more normal levels, although challenges remain in certain segments. We believe demand for private-hospital services in Australia and the UK should rise over the medium term, driven by ageing and growing populations, longer life expectancies, a rise in chronic diseases and improving medical technology. We also expect higher demand for mental health services as governments prioritise such issues in communities.

Government Policies Support Long-Term Demand: The Australian and UK governments are increasingly using the private sector to address rising budgetary and capacity constraints in the public system by tendering out procedures to the private sector to reduce waiting lists at public hospitals. This complements the supportive policies in Australia to maintain high levels of private health insurance.

We believe these policies will be complemented by higher private-health take up or self funding, as patients seek to expedite treatments. Private hospitals are likely to continue to receive a disproportionate share of healthcare growth in the two countries and we expect Ramsay will remain a leading provider to the private and public sectors, supporting long-term demand for its facilities.

High-Quality Revenue: Around 95% of Ramsay's Australian and UK revenue is derived from private health insurers and government-related bodies. Neither countries' universal healthcare systems oblige Ramsay to treat patients who cannot pay, resulting in low incidence of bad debt.

Derivation Summary

Ramsay compares well with Australian 'BBB' rated peer, Downer EDI Limited (BBB/Negative). Ramsay's business profile is slightly better than that of Downer. Both issuers benefit from high-quality revenue with significant government exposure, and the high priority that the Australian government places on healthcare and infrastructure. However, Ramsay's business has higher entry barriers and exposure to the expanding role of private healthcare in the UK, while Downer's leading position in Australia is subject to greater competition from foreign companies.

The impact of labour challenges on margins is reflected in the Negative Outlook on both issuers' IDRs. Downer has a more conservative financial profile than Ramsay, but its margins are much lower and ongoing labour and recent weather challenges have delayed the company's ability to return margins to above 5%. The ongoing labour challenges for Ramsay, on the other hand, continue to delay its organic deleveraging following its Elysium acquisition.

Ramsay's rating can also be compared with that of US healthcare provider, Universal Health Services, Inc. (BB+/Stable), as it benefits from Australia's and the UK's supportive regulatory environments. US healthcare providers have greater exposure to lower-quality counterparties - a significant portion of hospital revenue is not collectible as hospitals are obligated to treat emergency room patients regardless of their ability to pay.

This remains an issue for US healthcare providers although the Affordable Care Act has encouraged health insurance uptake, underscoring the multi-notch difference between the issuers' ratings.

Key Assumptions

Fitch's Key Assumptions Within Our Rating Case for the Issuer:

FY23 revenue to increase by around 15% as conditions normalise in Australia and the UK, and the full year of Elysium's performance is included in results. Revenue to increase by around 5% a year in FY24 and FY25 as capacity returns to normal;

EBITDA margin to improve from around 13% in FY23 to around 15% in FY25, as Ramsay absorbs the pandemic impact, including higher equipment costs, and some measures are progressively phased out;

capex at between 7% and 10% of revenue;

dividend payout ratio to be at the lower end of the guided range of 60%-70% of net profit after tax for the consolidated group.

RATING SENSITIVITIES

Factors that Could, Individually or Collectively, Lead to Positive Rating Action/Upgrade:

Fitch may revise the Outlook to Stable if Ramsay is able to improve total adjusted debt/operating EBITDAR to below 3.3x for a sustained period. This could be through the company taking mitigating actions or the post-pandemic recovery or labour challenges dissipating faster than we anticipate.

Factors that Could, Individually or Collectively, Lead to Negative Rating Action/Downgrade:

total adjusted debt/operating EBITDAR to remain above 3.3x for a sustained period;

loss of commercial agreements with one or more major private healthcare insurers in Australia;

private health insurance participation in Australia declining to below 40%. This may be driven by a material change in government policies that support private health insurance participation, including the Medicare Levy, Federal Government Rebate and Lifetime Guarantee Benefit;

stronger legal, operational and strategic linkages between Ramsay funding group and Ramsay Sante, Ramsay's France-based subsidiary; for instance, tangible support in the form of equity injections or inter-company loans that may lead Fitch to proportionately consolidate Ramsay Sante. The resultant change in the financial profile may lead to a downgrade.

Best/Worst Case Rating Scenario

International scale credit ratings of Non-Financial Corporate issuers have a best-case rating upgrade scenario (defined as the 99th percentile of rating transitions, measured in a positive direction) of three notches over a three-year rating horizon; and a worst-case rating downgrade scenario (defined as the 99th percentile of rating transitions, measured in a negative direction) of four notches over three years. The complete span of best- and worst-case scenario credit ratings for all rating categories ranges from 'AAA' to 'D'. Best- and worst-case scenario credit ratings are based on historical performance. For more information about the methodology used to determine sector-specific best- and worst-case scenario credit ratings, visit https://www.fitchratings.com/site/re/10111579.

Liquidity and Debt Structure

Strong Liquidity Profile: The Ramsay funding group had available undrawn debt capacity and cash of AUD563 million at FYE22. The group relies on bank funding, limiting its proven funding sources within credit markets. However, the AUD1.5 billion share issue at the beginning of the pandemic demonstrates access to equity markets, and the company used its available facilities to complete the Elysium acquisition in early 2022.

Issuer Profile

Ramsay is a global hospital group operating in about 500 locations around Australia, the UK, France, Sweden, Norway, Denmark, Indonesia, Malaysia and Italy. It treats over 8.5 million patients and employs around 80,000 staff. The company offers a range of health-care services, from day surgery procedures to highly complex surgery, as well as psychiatric care and rehabilitation.

Summary of Financial Adjustments

Rated on Australian, UK Operations: Sante is excluded from the credit profile, as we believe there are weak linkages between Sante and the funding group due to the separation of funding and management decision-making, no guarantees or cross-defaults, and no cash flow leakage. However, Sante has a weaker credit profile, and should linkages strengthen, such as through tangible support in the form of equity injections or intercompany loans, we may incorporate this into our ratings. This may result in negative rating action.

We also note that the group includes the pharmacy franchise, which was previously excluded.

Asset Intensity: We assess Ramsay's financial profile using lease-adjusted metrics to reflect the industry's asset-intensive nature and the impact on Ramsay's decision to lease its entire UK hospital portfolio and a portion of its Australian portfolio, in contrast to peers that may rely on debt. This makes Ramsay's leverage comparable with that of investment-grade peers, although its fixed-charge cover is lower. We believe this is mitigated by Ramsay's revenue stability and substantial unencumbered pool of Australian hospital assets.

Equity Credit on Hybrids: Fitch has applied a 100% equity credit to Ramsay's convertible adjustable-rate equity securities preference shares, as they are senior only to equity, the coupon is deferrable and non-cumulative, there are no material covenants or events of default, and they form a permanent part of Ramsay's capital structure. Fitch's assessment of permanence is based on discussions with management and our belief that Ramsay does not have any incentive to redeem the instruments, as there are no future coupon step-ups.

Date of Relevant Committee

20 April 2023

REFERENCES FOR SUBSTANTIALLY MATERIAL SOURCE CITED AS KEY DRIVER OF RATING

The principal sources of information used in the analysis are described in the Applicable Criteria.

ESG Considerations

Unless otherwise disclosed in this section, the highest level of ESG credit relevance is a score of '3'. This means 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. For more information on Fitch's ESG Relevance Scores, visit www.fitchratings.com/esg

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