Voyage Australia Pty Ltd.

The stable outlook reflects our expectation that the transaction will complete in its current form and that the company will increase its market position in the enterprise network services industry while limiting pressure on its balance sheet. We expect Vocus' S&P Global Ratings adjusted debt-to-EBITDA ratio to deleverage and sustain below 5.0x during fiscal 2022 and beyond. We could lower the rating if we expect Vocus to sustain a S&P Global Ratings adjusted debt-to-EBITDA ratio above 5.0x either as a result of debt-funded growth or weaker than expected earnings. We consider an upward rating action as unlikely in the near term. However, we may raise the rating if we believe the group can sustain its S&P Global Ratings adjusted debt-to-EBITDA

...Our preliminary ratings assume Voyage Australia Pty Ltd.'s bid for Vocus Group Ltd. will complete in its present form. Voyage, the company bidding for Australia-based telecommunications provider Vocus Group Ltd., is a 50% joint venture between Macquarie Infrastructure and Real Assets (MIRA) and Aware Super, which we view as strategic owners. Voyage intends to issue A$1.85 billion equivalent of secured Term Loan B (TLB) with a A$150 million equivalent delayed draw facility to refinance its capital structure and partly fund the buyout. Should shareholders approve the scheme of arrangement, the implementation date is expected to be mid to late July, 2021. We refer to Voyage and Vocus interchangeably for the purposes of our forward-looking analysis. The preliminary ratings reflect the group's growing market position in the enterprise and government segment, infrastructure and service offering, cash flow generation, and credible deleveraging path. The company's smaller size and scale compared...

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