Research: Rating Action: Moody’s assigns a Baa1 rating to the notes offered by Wolters Kluwer

Madrid, September 15, 2022 — Moody’s Investors Service (“Moody’s”) today assigned a Baa1 rating to the proposed €500 million senior unsecured notes due 2026 to be issued by Wolters Kluwer NV (“Wolters Kluwer” or “the Company”), a leading global provider of information services and solutions to professionals in the healthcare, tax and accounting, risk and compliance, as well as finance and legal. The rating outlook is stable.

The net proceeds from the new tickets will be used for general corporate purposes.

A full list of affected ratings can be found at the end of this press release.

RATINGS RATIONALE

Wolters Kluwer’s Baa1 senior unsecured rating reflects the company’s strong global market positions and steady organic revenue growth, supported by subscription revenue. Its business model is expected to be quite resilient in the current difficult macroeconomic environment due to the predominantly digital and recurring nature of its revenues (approximately 80% of total revenues).

The rating also reflects (1) Wolters Kluwer’s well-diversified portfolio across businesses and geographies, resulting in stable and predictable operational performance; (2) improved operating margin, thanks to economies of scale and an effective cost reduction program; (3) track record of successfully delivering new and innovative solutions to its customers; (4) pursuing a prudent financial policy, with its mergers and acquisitions strategy focused on acquiring niche market entities that complement its own product line; and (5) strong free cash flow generation after dividends.

In August 2022, the company reported its first-half 2022 results with solid organic revenue growth of 7%, driven by strong performance across all divisions. The company raised its full-year 2022 adjusted operating margin guidance to 26.0%-26.5% from 25.5%-26.0%, while maintaining the free cash flow guidance. adjusted to €1,025 million – €1,075 million. At the same time, organic revenue growth prospects were raised for the Tax & Accounting and Legal & Regulatory divisions. Finally, the company decided to increase its share buyback program for 2022 to 1.0 billion euros from 600 million euros.

In 2022, Moody’s expects Wolters Kluwer to deliver organic single-digit revenue growth and margin improvement in line with the company’s guidance. The company will continue to report strong credit metrics, such as Moody’s Gross Debt/Adjusted EBITDA of approximately 2.2x, Retained Cash Flow (RCF)/Net Debt of 37% and Free Cash Flow ( FCF)/net debt greater than 20%. , broadly unchanged from 2021 levels.

Despite challenging macro conditions, Moody’s expects Wolters Kluwer to deliver fairly resilient operating performance driven by strong demand for its expert cloud-based solutions, the company’s expansion into adjacent segments and new areas. geographical areas, and the integration of high-growth activities acquired in recent years.

As of June 2022, the company had a cash balance of approximately €1.0 billion, a fully available €600 million multi-currency revolving credit facility (RCF) maturing in July 2025 and a €1 billion commercial paper program, including €100 million. million are in circulation. The RCF has a net debt/EBITDA covenant of 3.5x, but the margin under the covenant is comfortable (1.3x from June 2022). Following the proposed issuance, the company’s cash balances will strengthen significantly ahead of the maturity of the €700 million senior unsecured bond in March 2023.

RATIONALE FOR THE STABLE OUTLOOK

The stable rating outlook reflects Moody’s expectation that Wolters Kluwer’s operating performance will be resilient in the current global macroeconomic environment and that it will maintain a disciplined approach to leveraged acquisitions so that its ratios sustainably and comfortably within the parameters of the Baa1 rating category.

FACTORS THAT MAY LEAD TO AN IMPROVEMENT OR DEGRADATION OF THE RATING

Upward pressure on the rating would force the company to maintain its strong operational performance while maintaining gross debt/EBITDA (adjusted by Moody’s) below 2.0x, retained cash flow/net debt (defined by Moody’s ) at or above 25% and FCF/net debt in the midteens in percentage terms.

Rating downside pressure could occur if the company’s gross debt/EBITDA (adjusted by Moody’s) exceeds 3.0x, retained cash flow/net debt (as defined by Moody’s) falls below 20% or if the FCF/net debt falls below 10%.

LIST OF AFFECTED RATINGS

Assignment:

..Issuer: Wolters Kluwer NV

….Senior regular unsecured bond/debenture, attributed Baa1

MAIN METHODOLOGY

The main methodology used in this rating is that of business and consumer services published in November 2021 and available on https://ratings.moodys.com/api/rmc-documents/356424. Otherwise, please see the Scoring Methodologies page on https://ratings.moodys.com for a copy of this methodology.

COMPANY PROFILE

Wolters Kluwer is a global leader in professional information, software solutions and services for the healthcare, tax and accounting, governance, risk and compliance, and legal and regulatory sectors. . The company generated €4.77 billion in revenue and €1.2 billion in adjusted operating profit in fiscal 2021.

REGULATORY INFORMATION

For details on key rating assumptions and Moody’s sensitivity analysis, see the Methodological Assumptions and Sensitivity to Assumptions sections in the Disclosure Form. Rating symbols and definitions from Moody’s are available at https://ratings.moodys.com/rating-definitions.

For ratings issued on a program, series, category/class of debt or security, this announcement provides certain regulatory information regarding each rating of a subsequently issued bond or note of the same series, category/class of debt, security or under a program for which ratings are derived exclusively from existing ratings in accordance with Moody’s rating practices. For ratings issued on a media provider, this announcement provides certain regulatory information relating to the credit rating action on the media provider and each particular credit rating action for securities whose credit ratings are derived from the support provider’s credit rating. For the provisional ratings, this press release provides certain regulatory information relating to the provisional rating assigned, and to a final rating that may be assigned after the final issuance of the debt, in each case where the structure and conditions of the transaction n have not changed prior to the final rating being assigned in a way that would have affected the rating. For more information, please see the issuer/transaction page of the respective issuer at https://ratings.moodys.com.

For all relevant securities or rated entities receiving direct credit support from the lead entity(ies) of this credit rating action, and whose ratings may change as a result of this credit rating action , the associated regulatory information will be that of the guarantor entity. Exceptions to this approach exist for the following disclosures, if applicable to the jurisdiction: Ancillary services, Disclosures to the rated entity, Disclosures to be provided by the rated entity.

The rating has been communicated to the rated entity or its designated agent(s) and issued without modification as a result of such communication.

This rating is requested. Please refer to Moody’s Policy for the Designation and Assignment of Unsolicited Credit Ratings available on its website. https://ratings.moodys.com.

The regulatory information contained in this press release applies to the credit rating and, if applicable, the outlook or rating revision relating thereto.

Moody’s general principles for assessing environmental, social and governance (ESG) risks in our credit analysis are available at https://ratings.moodys.com/documents/PBC_1288235.

The worldwide credit rating on this credit rating announcement has been issued by one of Moody’s affiliates outside the UK and is approved by Moody’s Investors Service Limited, One Canada Square, Canary Wharf, London E14 5FA under the law applicable to credit rating agencies in the United Kingdom. . Further information on the UK endorsement status and the Moody’s office that issued the credit rating can be found at https://ratings.moodys.com.

Please see https://ratings.moodys.com for any updates on changes to the lead rating analyst and Moody’s legal entity that issued the rating.

Please see the issuer/transaction page at https://ratings.moodys.com for additional regulatory information for each credit rating.

Augustin Alberti
Vice President – Senior Analyst
Corporate Finance Group
Moody’s Investors Service Spain, SA
Calle Principe de Vergara, 131, 6 Planta
Madrid, 28002
Spain
JOURNALISTS: 44 20 7772 5456
Customer service: 44 20 7772 5454

Ivan Palacios
Associate General Manager
Corporate Finance Group
JOURNALISTS: 44 20 7772 5456
Customer service: 44 20 7772 5454

Release Office:
Moody’s Investors Service Spain, SA
Calle Principe de Vergara, 131, 6 Planta
Madrid, 28002
Spain
JOURNALISTS: 44 20 7772 5456
Customer service: 44 20 7772 5454

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