Fitch Assigns Constant Contact, Inc. First-Time 'B' IDR; Outlook Stable

Reuters
2021/03/03

(The following statement was released by the rating agency) Fitch Ratings-Chicago-02 March 2021: Fitch Ratings has assigned first-time Long-Term Issuer Default Ratings (IDRs) of 'B' to Constant Contact, Inc. The Rating Outlook is Stable. Fitch has also assigned a 'BB-'/'RR2' to Constant Contact's $125 million secured revolving credit facility (RCF), $670 million first-lien secured term loan, and $180 million first-lien delayed-draw term loan (DDTL). Fitch has also assigned a 'CCC+'/'RR6' to the second-lien secured term loan. The proceeds along with sponsor equity from Clearlake Capital Group, L.P. and Siris Capital Group, LLC will be used for the acquisition of Constant Contact, Inc. from Endurance International Group Holdings, Inc.

Constant Contact, Inc.'s Long-Term IDR of 'B' is supported by its stable recurring sales and strong cash generative qualities. The IDR also reflects the fragmented email marketing industry with several competing brands and products, and substantial exposure to the SMB market with greater volatility. In addition, as a private equity owned entity, financial leverage is likely to remain at moderate levels as shareholders prioritize ROE maximization limiting debt reduction. Key Rating Drivers Recurring Revenue and Strong Profitability: Substantially all of Constant Contact's revenues are recurring providing visibility into future revenue streams. Recurring revenues are primarily supported by subscriptions for various tiers of products. Net revenue retention for Constant Contact is in the mid-80s. The company has maintained stable subscribers while growing average revenue per subscriber (ARPS) from its installed base despite the relatively high churn in the small to medium-sized business $(SMB)$ segment. Constant Contact has consistently demonstrated strong FCF characteristics with strong EBITDA and FCF margins.

SMB Exposure: Constant Contact, Inc. offers products addressing the email marketing needs of SMB customers that have limited technical or marketing resources dedicated to launching, managing, and monitoring their online marketing campaigns. The SMB segment generally has high failure rates resulting in high subscriber churn. This results in the need for Constant Contact to maintain sales by replacing churned customers with new ones and growing ARPS. Exposure to SMB customers also results in exposure to the cyclical impact of economic cycles, which could potentially lead to cash flow volatility during periods of economic stress.

Fragmented Industry: The SMB email marketing industry is fragmented, with over 200 market participants. Barriers to entry are low and incumbent market share is not protected. Switching costs are low, as it is not costly or complicated to switch marketing software vendors. Constant Contact is the No. 2 player in the market serving over 470,000 subscribers, with the market leader (Mailchimp) estimated to have over one-third of market share among SMB email marketing companies. Beyond the top two competitors, no other peers command over 10% market share. Several companies offer a broad spectrum of solutions to customers with various needs, as well as competitors offering narrower point solutions to SMBs with limited scope.

Market Position Facilitates Customer Acquisition: Over 50% of Constant Contact's customer acquisitions are direct-to-site and considered organic acquisitions. The company attributes the strong organic customer acquisition to its strong brand awareness and market position within the SMB segment. Fitch views the high organic customer acquisition as an important factor for profitable subscriber growth in the SMB segment and fragmented industry.

Elevated Leverage: Following the spin-off transaction, Fitch estimates Constant Contact's gross leverage to be elevated initially at over 6x in 2021. Despite deleveraging capacity projected beyond 2021 supported by the company's FCF generation, Fitch expects limited deleveraging as Constant Contact's private equity ownership would likely prioritize ROE maximization through M&As and dividend payments. Derivation Summary Constant Contact's 'B' Long-term IDR reflects its strong market position as a software vendor in the fragmented SMB email marketing industry. The company provides SMBs the means to launch, analyze and manage their own email marketing campaigns. Demand for email marketing is expected to grow as SMBs seek to maximize their reach to customers and email campaigns continue to offer better ROI than other marketing channels. Constant Contact's operating profile is also strengthened by the high recurring nature of its revenues supported by the subscription model. Limitations to Constant Contact's rating include its SMB exposure that could result in revenue volatility during extended economic weakness.

Fitch expects Constant Contact to maintain some level of financial leverage as a private equity owned company as equity owners optimize capital structure to maximize ROE. Constant Contact operated as the core of Endurance International's Digital Marketing segment. Following the spin-off transaction, Constant Contact will operate as a standalone company. Constant Contact's market position, revenue scale, SMB exposure and leverage profile are consistent with the 'B' rating category. Key Assumptions - Low-single digit organic revenue growth, driven by modest net subscriber adds and higher ARPS.

- EBITDA margins in the high 30's in 2021 and expanding to near 40% by 2023 as company optimizes its operations as an independent entity;

- $250 million in aggregate acquisitions through 2023 largely funded with incremental debt; and

- Mid single-digit capital intensity.

KEY RECOVERY RATING ASSUMPTIONS

--The Recovery analysis assumes that Constant Contact, Inc. would be reorganized as a going concern in bankruptcy rather than liquidated.

--A 10% administrative claim is assumed.

Going-Concern (GC) Approach

--In the event of a bankruptcy reorganization, Fitch assumes that Constant Contact would continue to execute on its cost reduction plan as part of the reorganization plan. In such a scenario, the recovery analysis assumes sales pressure in the form of declining net subscriber retention from not adding new customers and slowing ARPS growth.

--Constant Contact's GC EBITDA is assumed to be approximately 20% below PF fiscal 2020 EBITDA of $168 million as the company would have achieved most of the $21 million cost reduction plan during 2021.

--An EV multiple of 6x EBITDA is applied to the GC EBITDA to calculate a post-reorganization enterprise value. The choice of this multiple considered the following factors:

--The historical bankruptcy case study exit multiples for technology peer companies ranged between 2.6x and 10.8x.

--Of these companies, only three were in the Software sector: Allen Systems Group, Inc.; Avaya, Inc. and Aspect Software Parent, Inc., which received recovery multiples of 8.4x, 8.1x and 5.5x, respectively.

--Constant Contact's stable sales profile, brand recognition and position as the No. 2 player in the fragmented SMB email marketing industry.

--Fitch arrives at an EV of $806 million. After applying the 10% administrative claim, adjusted EV of $726 million is available for claims by creditors.

--Fitch assumes a full draw on Constant Contact's $125 million revolver as well as the $180 million DDTL.

Fitch estimates strong recovery prospects for the first lien term loans and revolver and rates them 'BB-'/'RR2', or two notches above Constant Contact's 'B' IDR. RATING SENSITIVITIES Factors that could, individually or collectively, lead to positive rating action/upgrade:

- Fitch's expectation of total debt with equity credit/operating EBITDA sustaining below 5.0x; and

- (Cash from operations-capex)/total debt with equity credit above 7.5%.

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

- Fitch's expectation of total debt with equity credit/operating EBITDA sustaining above 6.5x;

- (Cash from operations-capex)/total debt with equity credit below 5.0%;

- FFO interest coverage below 2.0x; and

- Deterioration in key operating metrics, including subscriber growth, churn and profitability. 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 Liquidity and Debt Structure Strong Liquidity: Following the close of the transaction, Constant Contact, Inc. will have $10 million cash on balance sheet and full availability of its $125 million revolver. Internal cash generation with strong margins also supports the liquidity profile, as Fitch expects Constant Contact to consistently generate FCF margins in the low to mid-teens.

Debt Structure: The company has a favorable maturity schedule, with no debt maturity before 2028 and term loan amortization is manageable at $6.7 million annually.

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.

For more information on Fitch's ESG Relevance Scores, visit Summary of Financial Adjustments No material financial adjustments have been made. Date of Relevant Committee 01 March 2021 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.

Constant Contact, Inc.; Long Term Issuer Default Rating; New Rating; B; Rating Outlook Stable ----senior secured; Long Term Rating; New Rating; BB- ----Senior Secured 2nd Lien; Long Term Rating; New Rating; CCC+

Contacts: Primary Rating Analyst Alen Lin, Senior Director +1 312 368 5471 Fitch Ratings, Inc. One North Wacker Drive Chicago, IL 60606

Secondary Rating Analyst Maher Syed, Associate Director +1 312 368 5477

Committee Chairperson David Peterson, Senior Director +1 312 368 3177

Media Relations: Sandro Scenga, New York, Tel: +1 212 908 0278, Email: sandro.scenga@thefitchgroup.com

Additional information is available on Applicable Model Numbers in parentheses accompanying applicable model(s) contain hyperlinks to criteria providing description of model(s). Corporate Monitoring & Forecasting Model (COMFORT Model), v7.9.0 (1 ())

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