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Rating Action:

Moody's affirms Vistra's B1 rating; revises outlook to negative

13 Apr 2016

Singapore, April 13, 2016 -- Moody's Investors Service has affirmed the corporate family rating (CFR) of Baring Private Equity Asia VI Holding (1) Ltd (Vistra) at B1.

At the same time, Moody's has affirmed the B1 rating on the USD515 million first lien term loan due 2022 (of which €238 million was funded in Euros) and on the USD50 million revolving credit facility, as well as the B2 rating on the USD185 million second lien term loan due 2023 (of which €78.5 million was funded in Euros).

The rating outlook has been revised to negative from stable.

List of affected ratings:

Affirmations:

..Issuer: Baring Private Equity Asia VI Holding (1) Ltd (Vistra)

.... Corporate Family Rating, at B1

. $50mm SR SEC REVOLVING CREDIT FACILITY due 2020, at B1

.... $257.5mm SR SEC 1ST LIEN TERM LOAN B due 2022, at B1

.... €238mm SR SEC 1ST LIEN TERM LOAN B due 2022, at B1

.... $100mm SR SEC 2ND LIEN TERM LOAN due 2023, at B2

.... €78.5mm SR SEC 2ND LIEN TERM LOAN due 2023, at B2

Outlook Actions:

..Issuer: Baring Private Equity Asia VI Holding (1) Ltd (Vistra)

.... Outlook, changed to Negative from Stable

RATINGS RATIONALE

"The change in Vistra's outlook to negative reflects the larger-than-expected share of debt-funding used for its recent acquisitions, and our view that it could take longer to deleverage than we had earlier anticipated if it continues its current pace of acquisitions," says Brian Grieser, a Moody's Vice President and Senior Analyst.

Vistra's acquisition of IL&FS Trust Company Limited (ITCL), the largest independent Corporate Trust Services provider in India, will be its fifth acquisition since Baring Asia acquired and merged Vistra and the Orangefield Group in October of 2015. Vistra announced the ITCL acquisition on 12 April 2016.

Pro forma for the ITCL acquisition, we expect the company's gross leverage to be around 6.5x from just over 6.0x at close of Baring Asia's leveraged buy-out.

The B1 rating balances Vistra high post-acquisition leverage with the expectation that solid growth prospects, both organic and acquired, will lead to rapid deleveraging in 2016 and 2017.

"While the B1 CFR captures Vistra's intention to execute strategic bolt-on acquisitions, the velocity of these acquisitions relative to its free cash flow generation and EBITDA growth has exceeded expectations," adds Grieser, who is also the lead analyst for Vistra.

The B1 CFR continues to capture (1) Vistra's strong market position in the fragmented corporate and trust services industry; (2) the high barriers to entry, fostered by its long-standing relationships with a well-diversified customer base; (3) revenue and cash flow visibility driven by the multi-year nature of its structures; and (4) its good liquidity profile, supported by high cash balances.

Vistra's ratings could be downgraded if its integration plans fail to provide synergies, the company deviates further from its plan to deleverage, new litigation or regulatory standards weaken its cash flow or earnings profile, or if the company undertakes another transformative acquisition over the next 12-18 months.

Specifically, its ratings could be downgraded if (1) adjusted debt-to-EBITDA does not trend towards or below 5.0x in the next 6-12 months; (2) sustained adjusted EBITA-to-interest expense drops below 2.0x; or (3) adjusted retained cash flow-to-net debt falls below 10%.

A ratings upgrade is unlikely over the next two years given the negative outlook, and its high leverage. However, the outlook could return to stable if Vistra demonstrates a more balanced acquisition appetite, on a sustained basis, and its leverage trends towards or below 5.0x in the next 6-12 months.

The principal methodology used in these ratings was Business and Consumer Service Industry published in December 2014. Please see the Ratings Methodologies page on www.moodys.com for a copy of this methodology.

Vistra is a provider of corporate & trust services for companies (private companies, SMEs, listed companies), high net worth individuals and funds, with around 50% of gross fees generated in Asia, the rest primarily generated in Europe. Services include company formation and renewal services, corporate administration services, trustee and fiduciary services, fund services and family office services. Vistra employs over 2,200 employees in 58 offices across 39 jurisdictions.

REGULATORY DISCLOSURES

For ratings issued on a program, series or category/class of debt, this announcement provides certain regulatory disclosures in relation to each rating of a subsequently issued bond or note of the same series or category/class of debt or pursuant to a program for which the ratings are derived exclusively from existing ratings in accordance with Moody's rating practices. For ratings issued on a support provider, this announcement provides certain regulatory disclosures in relation to the credit rating action on the support provider and in relation to each particular credit rating action for securities that derive their credit ratings from the support provider's credit rating. For provisional ratings, this announcement provides certain regulatory disclosures in relation to the provisional rating assigned, and in relation to a definitive rating that may be assigned subsequent to the final issuance of the debt, in each case where the transaction structure and terms have not changed prior to the assignment of the definitive rating in a manner that would have affected the rating. For further information please see the ratings tab on the issuer/entity page for the respective issuer on www.moodys.com.

For any affected securities or rated entities receiving direct credit support from the primary entity(ies) of this credit rating action, and whose ratings may change as a result of this credit rating action, the associated regulatory disclosures will be those of the guarantor entity. Exceptions to this approach exist for the following disclosures, if applicable to jurisdiction: Ancillary Services, Disclosure to rated entity, Disclosure from rated entity.

Regulatory disclosures contained in this press release apply to the credit rating and, if applicable, the related rating outlook or rating review.

Please see www.moodys.com for any updates on changes to the lead rating analyst and to the Moody's legal entity that has issued the rating.

Please see the ratings tab on the issuer/entity page on www.moodys.com for additional regulatory disclosures for each credit rating.

Brian Grieser
Vice President - Senior Analyst
Corporate Finance Group
Moody's Investors Service Singapore Pte. Ltd.
50 Raffles Place #23-06
Singapore Land Tower
Singapore 48623
Singapore
JOURNALISTS: (852) 3758 -1350
SUBSCRIBERS: (852) 3551-3077

Laura Acres
MD - Corporate Finance
Corporate Finance Group
JOURNALISTS: (852) 3758 -1350
SUBSCRIBERS: (852) 3551-3077

Releasing Office:
Moody's Investors Service Singapore Pte. Ltd.
50 Raffles Place #23-06
Singapore Land Tower
Singapore 48623
Singapore
JOURNALISTS: (852) 3758 -1350
SUBSCRIBERS: (852) 3551-3077

Moody's affirms Vistra's B1 rating; revises outlook to negative
No Related Data.
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