- *U.K.-domiciled postal services company International Distribution Services (IDS; owner of Royal Mail and General Logistics Systems
*[GLS]) recently announced that EP UK Bidco Ltd. (Bidco) has received acceptances under its offer for over 90% of IDS shares. The offer was closed for acceptance on June 11, and any outstanding shares will be acquired compulsorily.
*We anticipate that the takeover, partly financed by £2.35 billion of debt, will significantly increase IDS' debt leverage, such that adjusted funds from operations (FFO) to debt will fall to about 15%-20% in fiscal year 2026 (ending March 31, 2026).
*We therefore lowered our long-term issuer credit rating on IDS and the issue ratings on its unsecured notes to 'BBB-' from 'BBB'. We also lowered our short-term rating to 'A-3' from 'A-2'.
*We consider IDS to be a highly strategic subsidiary of its new ultimate parent EP Group AS (EPG), which has a 'bbb-' group credit profile (GCP).
*The stable outlook reflects our forecast of material cost savings over the next 12-24 months, and we anticipate a recovery in FFO to debt of about 30%.
*LONDON (S&P Global Ratings) June 12, 2025--S&P Global Ratings today took the rating actions listed above.
However, we anticipate material improvements in IDS' profitability over the next 24 months. We currently assume in our base-case forecast that IDS' EBITDA will grow to £1.4 billion-£1.6 billion by fiscal 2027, reflecting about £300 million of cost savings from USO reform and at least £100 million of benefits from initiatives to be implemented by IDS' new owner, alongside significant revenue synergies. As a result, we forecast an improvement in IDS' FFO to debt to 28%-32% within 24 months. Although we consider there to be some execution risk to this forecast, given that Ofcom has not yet finalized its USO reform, and if parcel market conditions turn out to be more challenging than expected, we understand that the new owner is targeting much higher cost savings and property sales than we have currently incorporated in our base case.
EPG has publicly stated its intention to maintain investment-grade ratings at IDS. Consistent with this intention, we expect that IDS' financial policy regarding acquisitions and capital expenditure (capex) will be relatively prudent under its new ownership, and that further property disposals could be considered to support IDS' cash balances. We note that capital returns from Royal Mail Group Ltd. to the new owner are restricted for five years following the acquisition (unless Royal Mail has a net leverage ratio of 2x or lower) as part of the deed of undertaking to the U.K. government.
We consider IDS to be a highly strategic subsidiary of EPG, which has a 'bbb-' GCP. This reflects the company's contribution of about 30% to group EBITDA in the calendar year 2025, and our recognition that EPG considers logistics as a new core pillar of the group strategy and growth focus. On the other hand, there is significant separation in terms of brand, reputation, and management, and a lack of a track record of integration into EPG. Moreover, IDS' profitability and operating performance have in recent years been weaker than that of EPG's energy business.
The stable outlook indicates our forecast of significant cost savings over the next 12-24 months and a recovery in FFO to debt of about 30%. We currently anticipate this could occur by fiscal 2027, thanks to costs savings from USO reform and initiatives to be implemented by the new owner, as well as support for IDS' cash balances through property disposals and restrained dividends.
We could lower the rating if it appears that adjusted FFO to debt will remain below 30% on a sustained basis. This could occur if the company fails to deliver sufficient EBITDA margin improvement from cost savings, or if its revenue growth falters linked to more challenging macroeconomic and parcel market conditions than we expect. It could also result from a more aggressive financial policy than we expect under IDS' new ownership, with higher-than-expected capex or acquisitions. Although we see it as unlikely, we would also lower the rating if we revised down our assessment of the GCP to 'bb+' or below.
Although we view it as unlikely, we could raise the rating on IDS' if adjusted FFO to debt recovers above 45%, and at the same time we revised up our GCP assessment to 'bbb' or above.