Fitch Ratings has assigned 'BB' Long-Term Issuer Default Ratings (IDRs) to Macquarie AirFinance Holdings Limited (MAHL) and its rated subsidiaries, Macquarie Aircraft Leasing Inc. (MAL) and Macquarie Aerospace Finance UK Limited (MAFU).

The Rating Outlook is Stable. Fitch has also assigned MAFU and Macquarie Aerospace Holdings Inc.'s senior secured debt ratings of 'BB+' and MAHL and MAL's existing senior unsecured debt ratings of 'BB'. Fitch has assigned an expected 'BB(EXP)' rating to MAHL's proposed issuance of $500 million, five-year, senior unsecured debt.

Key Rating Drivers

MAHL's ratings reflect its moderate position as a global lessor of commercial aircraft, appropriate current and targeted leverage, absence of material orderbook purchase commitments, long-term equity investments from Macquarie Group (50%), PGGM Infrastructure Fund (25%), and Australian Retirement Trust (25%), lack of near-term debt maturities, and solid liquidity metrics. The ratings also consider MAHL's affiliation with Macquarie Group Limited (A/Stable), and its management team's depth, experience, and track record in managing aircraft assets.

Rating constraints include near-term integration risks associated with the portfolio acquisition from ALAFCO Aviation Lease and Finance Company K.S.C.P. (ALAFCO) and longer-term execution risks associated with the company's aggressive, albeit potentially attainable growth and accompanying financing objectives. Additional rating constraints include elevated exposure to older aircraft relative to Fitch-rated peers, the use of sale-leaseback agreements to supplement portfolio growth from its orderbook, which is a highly competitive market in the current environment, a weaker earnings profile, a notable amount of upcoming lease maturities, and a largely secured funding profile.

Fitch also notes potential governance constraints relative to larger, public peers including lack of independent board members and partial ownership by pension funds.

Rating constraints applicable to the aircraft leasing industry more broadly include the monoline nature of the business; vulnerability to exogenous shocks; potential exposure to residual value risk; sensitivity to oil prices, inflation and unemployment, which negatively impact travel demand; reliance on wholesale funding sources; and meaningful competition.

Fitch views MAHL's asset quality as weaker than peers given the older, current technology portfolio, with a weighted average (WA) age of 12 years, which is amongst the oldest compared to Fitch-rated peers. In the nine-months ended Dec. 31, 2022 (9M23), asset quality was also negatively impacted by the recognition of $5.4 million of impairments on aircraft, or 0.2% of book value, driven by the residual impact from the pandemic on aircraft on the ground.

The ALAFCO transaction is expected to increase diversification and scale, reduce the WA age and improve portfolio liquidity, which Fitch would view favorably. The expected reduction in the average age, in line with management's target of below 10 years, would be more in line with rated peers.

Fitch anticipates that MAHL's aggressive growth strategy and the use of sale-leaseback agreements, will have a negative impact on near-term profitability. Fitch expects the company's annual pre-tax returns on average assets will remain below 1% over the Outlook horizon, which is commensurate with Fitch's 'b and below' category earnings and profitability benchmark range for finance and leasing companies with an operating environment score in the 'bbb' category.

Fitch believes operating performance could also be pressured in the near-term given the amount of upcoming lease maturities, as the WA remaining lease term was only 3.7 years, increasing remarketing needs. The lengthening of the lease maturity profile to 5.6 years, proforma for the ALAFCO transaction, would be viewed positively by Fitch, particularly if accompanied by higher net spreads.

The company has articulated a leverage target, on a gross debt to tangible equity basis, of 3.0x. Fitch believes MAHL's leverage target is appropriate in the context of the liquidity of the fleet profile, as 61.9% of the portfolio (74.6% proforma) is considered tier 1, which is relatively consistent with peers.

As of Dec. 31, 2022, unsecured debt represented 28% of total debt, but is expected to increase to 52%, proforma for the proposed $500 million senior unsecured debt issuance and expected paydown of secured debt outstanding. These are both consistent with Fitch's 'bb' category funding, liquidity, and coverage benchmark range of 20%-75% for balance sheet intensive leasing companies with an operating environment score in the 'bbb' category. Proforma, unencumbered assets of 1.2x, is also expected to increase modestly to 1.3x, as of the same period.

Fitch anticipates that MAHL will have solid near-term liquidity, including $154 million of cash on hand and $130 million of undrawn committed capacity under its revolving credit facility. Fitch projects operating cash flows of approximately $274 million depending on portfolio expansion, deferrals and collections for the next 12 months.

Fitch's sensitivity analysis for MAHL incorporated quantitative credit metrics for the company under the agency's base case and stress case assumptions. These included slower than projected growth, lower aircraft disposal gains, additional equipment depreciation, higher interest expenses, and additional impairment charges. Fitch believes MAHL would have sufficient liquidity headroom relative to the threshold of 1.0x to withstand near-term reductions in operating income in both scenarios. Fitch expects MAHL would retain sufficient capitalization headroom relative to the 4.0x downgrade trigger under both scenarios.

The Stable Rating Outlook reflects Fitch's expectation that MAHL will manage its balance sheet growth in order to maintain sufficient headroom relative to its leverage target and Fitch's negative rating sensitivities over the Rating Outlook horizon. The Stable Rating Outlook also reflects expectations for the maintenance of impairments below 1%, enhanced earnings stability, and a strong liquidity position, given the lack of material orderbook purchase commitments with aircraft manufacturers and the impact of the ALAFCO acquisition.

Rating Sensitivities

Factors that could, individually or collectively, lead to negative rating action/downgrade:

Macroeconomic and/or geopolitical-driven headwinds that pressure airlines and lead to additional lease restructurings, rejections, lessee defaults, and increased losses would be negative for ratings. A weakening of the company's long-term cash flow generation, profitability, and liquidity position, and/or a sustained increase in leverage above 4.0x would also be viewed negatively.

Factors that could, individually or collectively, lead to positive rating action/upgrade:

MAHL's ratings could be, over time, positively influenced by solid execution with respect to planned growth targets and outlined long-term strategic financial objectives, including maintenance of leverage below 3.0x and achieving a sustained pre-tax return on average assets above 1.5%. Ratings could also benefit from enhanced scale and an improved risk profile of the portfolio, as exhibited by the successful integration of the expected ALAFCO transaction, in addition to reduced exposure to weaker airlines, maintenance of an impairment ratio below 1% and increases in the proportion of tier 1 and new technology aircraft.

An upgrade would also be contingent upon the lengthening of the WA lease profile and a reduction in the WA age of the fleet more in line with larger, Fitch-rated peers, and unsecured debt approaching 40% of total debt, while achieving and maintaining unencumbered assets coverage of unsecured debt in excess of 1.0x.

DEBT AND OTHER INSTRUMENT RATINGS: KEY RATING DRIVERS

The senior secured debt ratings are one-notch above MAHL's Long-Term IDR and reflect the aircraft collateral backing the obligations, which suggest good recovery prospects.

The senior unsecured debt ratings are equalized with MAHL's Long-Term IDR, reflecting expectations for average recovery prospects in a stress scenario given the availability of unencumbered assets.

DEBT AND OTHER INSTRUMENT RATINGS: RATING SENSITIVITIES

The senior secured debt ratings are primarily sensitive to changes in MAHL's Long-Term IDR and secondarily to the relative recovery prospects of the instruments.

The senior unsecured debt ratings are primarily sensitive to changes in MAHL's Long-Term IDR and secondarily to the relative recovery prospects of the instruments. A decline in unencumbered asset coverage, combined with a material increase in secured debt, could result in the notching of the unsecured debt down from the Long-Term IDR.

SUBSIDIARY AND AFFILIATE RATINGS: KEY RATING DRIVERS

The Long-Term IDRs assigned to Macquarie Aircraft Leasing Inc. and Macquarie Aerospace Finance UK Limited are equalized with that of MAHL given that they are wholly-owned subsidiaries of the company.

SUBSIDIARY AND AFFILIATE RATINGS: RATING SENSITIVITIES

The ratings assigned to Macquarie Aircraft Leasing Inc. and Macquarie Aerospace Finance UK Limited are primarily sensitive to changes in MAHL's Long-Term IDR and are expected to move in tandem.

Best/Worst Case Rating Scenario

International scale credit ratings of Financial Institutions and Covered Bond 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

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

Macquarie AirFinance Holdings Limited has an ESG Relevance Score of '4' for Management Strategy due to the execution risk associated with operational implementation of the company's outlined strategy, which has a negative impact on the credit profile, and is relevant to the ratings in conjunction with other factors.

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

RATING ACTIONS

Entity / Debt

Rating

Macquarie AirFinance Holdings Limited

LT IDR

BB

New Rating

senior unsecured

LT

BB

New Rating

senior unsecured

LT

BB(EXP)

Expected Rating

Macquarie Aerospace Holdings Inc.

senior secured

LT

BB+

New Rating

Macquarie Aircraft Leasing Inc.

LT IDR

BB

New Rating

senior unsecured

LT

BB

New Rating

Macquarie Aerospace Finance UK Limited

LT IDR

BB

New Rating

senior secured

LT

BB+

New Rating

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VIEW ADDITIONAL RATING DETAILS

Additional information is available on www.fitchratings.com

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