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Rating Action:

Moody's Confirms Deluxe Entertainment's B1 CFR; Outlook Revised to Negative

Global Credit Research - 09 Feb 2011

Approximately $625 million of debt affected

New York, February 09, 2011 -- Moody's Investors Service confirmed its ratings for Deluxe Entertainment Services Group, Inc. ("Deluxe" or the company), including the B1 Corporate Family Rating (CFR) and B1 Probability of Default Rating (PDR), along with all other rated debt instruments as outlined below. The rating outlook was revised to negative, however.

These actions conclude Moody's review for possible downgrade of the company's ratings, as initiated on September 2, 2010 and subsequent to which the company was awarded the Universal Studios film processing contract (announced on October 20, 2010) and acquired the creative services and media services business of Ascent Media (closed on December 31,2010). In Moody's view, the Ascent Media acquisition improves Deluxe's position in the creative services space and diversifies its customer base into the TV and short-form commercial markets. The acquisition also decreases the company's dependence on the declining physical film distribution and processing business, which is additive to the new Universal Studios film processing contract and should moderate revenue declines from the segment over the next two years.

Confirmations (and LGD point estimate changes, as noted):

..Issuer: Deluxe Entertainment Services Group, Inc.

Corporate Family Rating -- Confirmed B1

....Probability of Default Rating -- Confirmed B1

....Senior Secured 1st Lien Credit Facility -- Confirmed Ba3 (to LGD3, 36% from LGD3, 39%)

....Senior Secured 2nd Lien Credit Facility -- Confirmed B3 (to LGD5, 82% from LGD5, 84%)

Withdrawals:

..Issuer: Deluxe Toronto Ltd.

....Senior Secured 1st Lien Credit Facility -- Withdrew Ba3 (LGD3, 39%)

Outlook: Negative

RATINGS RATIONALE

Deluxe's B1 CFR reflects moderately high proforma debt-to-EBITDA leverage of approximately 3.5x (including Moody's standard adjustments) in consideration of an expected ongoing decline in core processing and distribution of physical film footage due to digital substitution. The expected broad-based roll-out of digital projectors is fueled in part with funding raised in the first half of 2010 by digital projector integrators who are closely aligned with major studios as well as theatre exhibitors. The rating is supported by the company's leading positions in the motion picture and television film processing, distribution and creative services industries. In addition to its recent joint venture with EchoStar to provide digital film delivery, Deluxe continues to invest in its creative services operations to transition the business mix away from its reliance on traditional physical 35mm film distribution. The creative services segment has grown over the past several years and, with the recent acquisition of Ascent Media's competing businesses, is expected to contribute approximately 50% of EBITDA for 2011. Creative services are more vulnerable than processing and distribution due to cyclical swings in studio and consumer video spending and are impacted by technological advances as well as competition from fragmented providers of post-production services. The rating accommodates predictable erosion of physical film processing and distribution revenue with more stable performance from existing and recently acquired creative services businesses given added diversification into TV programs and short-form commercial segments. Ratings are further supported by requirements under the existing credit agreement including $60 million of annual term loan B amortization and restrictive financial maintenance covenants.

The negative outlook reflects Moody's view that the decline in demand for film print processing and distribution in the U.S. and Europe could accelerate, and is further compounded by uncertainties related to the company's ability to grow the creative services business and assimilate the recently acquired operations of Ascent Media. In the absence of the positive bias associated with the Universal contract win and Ascent-related business diversification, Moody's notes that the company's ratings would have been lowered as originally contemplated by the September 2010-initiated review.

Ratings could be still be downgraded if operating results fall short of management's plan due to acceleration in the roll-out of digital projectors, poor integration of creative services acquisitions and/or competitive pressure resulting in weakened liquidity or deterioration in cash flow such that debt-to-EBITDA ratios exceed 3.75x (including Moody's standard adjustments). Downward rating pressure could also occur if we do not expect the capital structure to be sufficiently conservative in the face of debt-financed acquisitions and/or cash distributions to equity holders. A change in the outlook to stable could be considered if revenues and EBITDA from creative services stabilize and the capital structure remains sufficiently conservative to mitigate the decline in demand for physical film processing and distribution and the risks associated with the company's acquisition strategy.

Please see the credit opinion on www.moodys.com for additional information on Deluxe's ratings.

The last rating action was on December 1, 2009 when Moody's withdrew ratings on Deluxe's proposed $600 million senior secured note issuance following termination of the transaction.

Deluxe's ratings were assigned by evaluating factors that Moody's considers relevant to the credit profile of the issuer, such as the company's (i) business risk and competitive position compared with others within the industry; (ii) capital structure and financial risk; (iii) projected performance over the near to intermediate term; and (iv) management's track record and tolerance for risk. Moody's compared these attributes against other issuers both within and outside Deluxe's core industry and believes Deluxe's ratings are comparable to those of other issuers with similar credit risk. Additional research can be found in the Deluxe Credit Opinion on www.moodys.com.

Deluxe Entertainment Services Group Inc. ("Deluxe"), headquartered in Los Angeles, CA, is a worldwide supplier of film processing and distribution (50% of pro forma FY2010 revenue) as well as creative services (50% of pro forma revenue) to the major producers and distributors of motion pictures and television programs. Deluxe is an indirect wholly-owned subsidiary of MacAndrews & Forbes Holdings Inc. Revenue was approximately $982 million for the LTM period ended September 30, 2010.

The principal methodology used in determining instrument ratings was Loss Given Default for Speculative-Grade Non-Financial Companies in the U.S., Canada and EMEA published in June 2009.

REGULATORY DISCLOSURES

Information sources used to prepare the credit rating are the following: parties involved in the ratings, parties not involved in the ratings, public information, and confidential and proprietary Moody's Investors Service information.

Moody's Investors Service considers the quality of information available on the issuer or obligation satisfactory for the purposes of maintaining a credit rating.

Moody's adopts all necessary measures so that the information it uses in assigning a credit rating is of sufficient quality and from sources Moody's considers to be reliable including, when appropriate, independent third-party sources. However, Moody's is not an auditor and cannot in every instance independently verify or validate information received in the rating process.

Please see ratings tab on the issuer/entity page on Moodys.com for the last rating action and the rating history.

The date on which some Credit Ratings were first released goes back to a time before Moody's Investors Service's Credit Ratings were fully digitized and accurate data may not be available. Consequently, Moody's Investors Service provides a date that it believes is the most reliable and accurate based on the information that is available to it. Please see the ratings disclosure page on our website www.moodys.com for further information.

Please see the Credit Policy page on Moodys.com for the methodologies used in determining ratings, further information on the meaning of each rating category and the definition of default and recovery.

New York
Carl Salas
Vice President - Senior Analyst
Corporate Finance Group
Moody's Investors Service
JOURNALISTS: 212-553-0376
SUBSCRIBERS: 212-553-1653

New York
Russell Solomon
Senior Vice President
Corporate Finance Group
Moody's Investors Service
JOURNALISTS: 212-553-0376
SUBSCRIBERS: 212-553-1653

Moody's Investors Service
250 Greenwich Street
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JOURNALISTS: 212-553-0376
SUBSCRIBERS: 212-553-1653

Moody's Confirms Deluxe Entertainment's B1 CFR; Outlook Revised to Negative
No Related Data.
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