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Announcement:

Moody's affirms UBM's ratings (sr. unsecured at Baa3) following announcement of Canon acquisition; outlook stable

16 Sep 2010

London, 16 September 2010 -- Moody's Investors Service today affirmed the senior unsecured ratings of United Business Media Limited ('UBM', 'the company') at Baa3 with a stable outlook. The affirmation follows the announcement that UBM has agreed to acquire Canon Communications LLC ('Canon') for a total cash/debt-free consideration of $287 million. Canon is a provider of tradeshows and related media with a particular strength in the medical design and manufacturing market. UBM expects to fund the transaction initially by utilizing headroom under its GBP325 million revolving credit facility.

The affirmation reflects Moody's expectation that debt protection measurements in 2011, the first full year of consolidation, will be in line with Moody's requirements for the category. However, Moody's notes that the acquisition essentially utilizes UBM's near-term debt capacity at the Baa3 rating level. Against the backdrop of an uncertain macroeconomic outlook beyond 2010, signs of weakness in operating performance that would question the company's ability to deliver on its business plan and to manage debt protection measurements in line with category (such as Debt/EBITDA as defined by Moody's visibly below 3.75x), could lead to downgrade pressure.

The Canon acquisition broadly fits UBM's strategy. However, revenues from events, UBM's stated acquisition focus, are expected to represent only around half of Canon's 2010 revenues with a high concentration in the US and Germany. Nevertheless, Moody's recognizes the good potential for revenue generation from geo-cloning events in faster growing regions. At the same time, Moody's notes that Canon's share of print revenues (around a third of 2010 expected revenues) is relatively high and creates an additional restructuring challenge. Moody's acknowledges that Canon's key medical design and manufacturing vertical appears well positioned and that the electronics vertical should be complementary to UBM's existing activities. However, the remaining third of revenues is exposed to challenging verticals such as packaging and pharmaceutical marketing. We also note that a substantial portion of Canon's business appears to have been acquired over the last three years so that further integration might be necessary.

Moody's views UBM's post-transaction liquidity profile as satisfactory, albeit weakened. As of 30 June 2010, cash on hand was GBP133 million and UBM had access to GBP262 million out of the total GBP325 million revolving credit facility, a large part of which will be utilized to fund the Canon transaction. Moody's notes that the revolving credit facility matures in July 2012 and that in addition the company's GBP75 million Floating Rate Reset Bond can be put in September 2011. The affirmation at Baa3 assumes that following completion of the acquisition UBM will term out a sizeable portion of its debt in the near term and in any case refinance its revolving credit facility on a timely basis. Moody's expects UBM to remain free cash flow generative (after dividends).

UBM's 2010 interim results suggest a stabilization of organic operating performance in line with an improved macro-economic environment in 2010. Reported underlying growth in H1 2010 was flat (+0.4% in revenue and +0.8% in reported adjusted operating profit). This compares with steep declines in underlying revenue and operating profit in 2009 (-11.1% and -13.9% respectively).

The last rating action was on 26th November 2009 when Moody's assigned a Baa3 rating to UBM's issue of GBP250 million Eurobonds due 2016. UBM's ratings were assigned by evaluating factors Moody's believes are relevant to the credit profile of the issuer, such as i) the business risk and competitive position of the company versus others within its industry, ii) the capital structure and financial risk of the company, iii) the projected performance of the company over the near to intermediate term, and iv) management's track record and tolerance for risk. These attributes were compared against other issuers both within and outside of UBM's core industry and UBM's ratings are believed to be comparable to those of other issuers of similar credit risk.

United Business Media Limited, a globally operating business media company, has registered offices in Jersey and corporate headquarters in Dublin, Ireland.

London
David G. Staples
MD - Corporate Finance
Corporate Finance Group
Moody's Investors Service Ltd.
JOURNALISTS: 44 20 7772 5456
SUBSCRIBERS: 44 20 7772 5454

London
Christian Rauch
Senior Vice President
Corporate Finance Group
Moody's Investors Service Ltd.
JOURNALISTS: 44 20 7772 5456
SUBSCRIBERS: 44 20 7772 5454

Moody's Investors Service Ltd.
One Canada Square
Canary Wharf
London E14 5FA
United Kingdom

Moody's affirms UBM's ratings (sr. unsecured at Baa3) following announcement of Canon acquisition; outlook stable
No Related Data.
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