Fitch Ratings has affirmed the Long-Term (LT) Issuer Default Ratings (IDR) at 'BB-' of Owens & Minor, Inc. (OMI) and its subsidiaries following the company's announced plan to purchase Apria, Inc.

The Rating Outlook is Stable. The ratings apply to approximately $1.0 billion of debt at Sept. 30, 2021.

The affirmation of the OMI's ratings reflects the complementary nature of Apria's business to Byram Healthcare, the potential for another growth platform and the expected pro forma CFO generation of more than $300 million per annum relative to pro forma debt of approximately $2.7 billion. Those benefits are somewhat offset by the continued uncertainty surrounding the effects of the pandemic on cost inflation and supply chain disruption along with the incremental financial risk of the acquisition.

Key Rating Drivers

Integration of Apria, Inc.: The proposed acquisition of Apria, Inc. is strategically sound and will permit OMI to remain within the current rating sensitivities that Fitch set at the time of the LT IDR upgrade to 'BB-' (March 2021). Fitch believes that the addition of Apria will complement the business of Byram Healthcare, diversifies OMI's revenues streams into higher margin operations and will contribute meaningful FCF. Fitch expects OMI to return to gross leverage (debt/operating EBITDA) closer to 3.0x within 18-24 months following the close of the acquisition.

Favorable Outlook for Home Health Care: The outlook for increased demand of products and services in the home health care market represents an opportunity for continued growth and the Apria acquisition fits well within this market. The combination of an aging population in the U.S., rising levels of chronic conditions and an increasing preference for home care bode well for growth of the home health care segment.

Operating Performance Pandemic Tailwinds: Fitch anticipates the increased demand for personal protective equipment (PPE) driven by the coronavirus pandemic will benefit OMI over the near to medium term. OMI has established a significant level of vertical integration between manufacturing and distribution operations within its Global Products segment to provide supply chain resilience that serves acute care customers and, therefore, creates revenue stability. Additional direct costs from supply chain challenges may create some downward pressure on EBITDA margins over the near to medium term, but are expected to be manageable.

Competitive Environment: The med-surg supply distribution industry in the U.S. is highly competitive and characterized by pricing pressure. Fitch expects margin pressure to continue over the coming years. OMI competes with other national distributors (e.g. Cardinal Health, Inc. and Medline Industries, Inc.) and a number of regional and local distributors, as well as customer self-distribution models, and to a lesser extent, certain third-party logistics companies.

OMI's success depends on its ability to compete on price, product availability, delivery times and ease of doing business, while managing internal costs and expenses. OMI's focus on customer service has helped it improve retention levels and prevent additional contract losses, as seen in prior years.

Customer Concentration: OMI's 2020 10-K stated that its top-10 customers in the U.S. represented approximately 21% of its consolidated net revenue. Additionally, in 2020, approximately 72% of its consolidated net revenue was from sales to member hospitals under contract with its largest Group Purchasing Organizations (GPOs): Vizient, Inc.; Premier, Inc. and Healthcare Performance Group. As a result of this concentration, OMI could lose a significant amount of revenue due to the termination of a key customer or GPO relationship.

The termination of a relationship with a given GPO would not necessarily result in the loss of all of the member hospitals as customers, but the termination of a GPO relationship, or a significant individual health care provider customer relationship, could adversely affect OMI's debt-servicing capabilities.

Derivation Summary

OMI's 'BB-' LT IDR reflects its competitive position, gross debt/EBITDA, which is generally expected to remain between 3.0x and 4.0x over the medium term. Fitch estimates the gross debt/EBITDA for on a pro forma basis following the acquisition of Apria, Inc. will increase to a range of 3.6x to 4.0x for the year ending Dec. 31, 2022. The ratings also reflect improved funds from operations resulting from improved efficiency and top line growth. The anticipated revenue and cash flow growth related to the continued solid demand for PPE and the contribution from Apria position OMI well within the 'BB-' rating category.

For purposes of the Parent-Subsidiary Linkage, Fitch has consolidated the IDR across the entire capital structure to reflect the cross-default provisions between the company's credit agreement, 2024 notes, 2029 notes and an accounts receivable securitization facility.

OMI's smaller scale in an industry with high fixed costs, where scale influences leverage with suppliers and customers leads Fitch to rate the company below AmerisourceBergen Corp. (A-/Stable), Cardinal Health, Inc. (BBB/Stable) and McKesson Corp (BBB+/Stable). OMI competes with other large national distributors, such as Medline (B+/Stable) as well as certain customer self-distribution models, and to a lesser extent, certain third-party logistics companies. In contrast to other larger distributors, Fitch considers OMI less diversified in terms of customers, revenues and supplier, however, the addition of Apria will help to improve its profile.

Key Assumptions

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

Pro forma revenues increase approximately at a 3% CAGR over the forecast period through 2025 driven by solid demand for PPE products among health care systems and expansion of the home health segment from Apria;

Operating EBITDA margins are expected to increase to a pro forma range of 5% as a result of continued benefits from higher product demand, growth in higher-margin, home health care products and services, better absorption of overhead and customer stability;

Debt balances peak at FYE 2022 and decline at approximately $100 to $125 million per year over the forecast period; CFO is assumed to be adequate to fund internal growth and capital expenditures of approximately 1.5% to 2.0% of pro forma revenues;

Working capital investment creates a demand on cash in order to meet increased product demand, but is manageable without a sustained increase in borrowing;

Fitch's estimates sustainable FCF/debt will be sustained above 5.0% on a pro forma basis; common stock dividends are not assumed to increase and there is no assumption for share repurchases.

RATING SENSITIVITIES

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

Continued reduced dependence on short-term borrowing for working capital needs;

Top line growth sustained at 4% or higher balanced across segments and geographies, supported by consistent service levels and customer persistency;

Debt/EBITDA sustained below 3.0x and FCF/debt above 12.5%.

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

Substantial dependence on external liquidity facilities for working capital needs;

Increased level of debt for shareholder returns (dividend or share repurchases) or highly leveraged acquisitions that are expected to raise business and financial risks without sufficient returns;

Loss of health care provider customers or Group Purchasing Organizations that cause a material loss of revenues and EBITDA;

Debt/EBITDA sustained above 4.0x and FCF/debt sustained below 5%.

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

Good Liquidity: OMI has good sources of liquidity that are derived from cash flow from operations, an accounts receivable securitization program (up to $450 million) and a revolving credit facility (up to $300 million). Fitch anticipates that CFO on a pro forma basis following the Apria acquisition will be adequate to fund operations and capital expenditure needs. Fitch notes that CFO estimates are subject to potential large swings in working capital.

Favorable Maturity Profile: Following the acquisition of Apria, OMI will have minimal contractual debt obligations until 2024. The acquisition debt will increase OMI's cost of debt and dampen FCF somewhat, but it is anticipated that OMI will prioritize the use of FCF for debt repayment in the two years following the acquisition to move the gross leverage ratio between 3.0x-3.5x.

Issuer Profile

Owens & Minor, Inc. and subsidiaries, a Fortune 500 company headquartered in Richmond, Virginia, is a global health care solutions company with integrated technologies, products and services created to serve health care providers, manufacturers and directly to patients across the continuum of care in over 70 countries.

Summary of Financial Adjustments

Historical and projected EBITDA is adjusted principally for nonrecurring expenses, including acquisition related and exit and realignment costs.

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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